Common use of Termination Due to a Change of Control Clause in Contracts

Termination Due to a Change of Control. (i) If Executive terminates Executive’s employment under this Agreement during the 180-day period following the date of the occurrence of a “Change of Control” of Block then, upon any such termination of Executive’s employment and conditioned on Executive’s execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s election (the “Change of Control Election”) of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “Severance Plan”) as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s last day of active employment by the Company or any Affiliate (the “Last Day of Employment”), as if Executive had incurred a “Qualifying Termination” (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s Last Day of Employment of Executive’s Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “Change of Control” means:

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c1.08(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: (A) the acquisition, other than from Block, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding voting securities of Block entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the "Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual or individuals becoming a director subsequent to the date hereof, whose election, or nomination for election by Block's shareholders, was approved by a vote of at least a majority of the Board (or nominating committee of the Board) will be considered as though such individual were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) the completion of a reorganization, merger or consolidation approved by the shareholders of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of Block immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of Block, as approved by the shareholders of Block, or the sale or other disposition of all or substantially all of the assets of Block, as approved by the shareholders of Block.

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “"Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. B. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means:

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for . For the purpose of determining severance compensation and benefits as would be provided under Section 4(a)(i) of the Severance Plan as it exists on Plan, Executive will be deemed to be in the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s Last Day of Employment, notwithstanding any provision highest pay grade range listed in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contraryPlan. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c1.08(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: (A) the acquisition, other than from Block, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding voting securities of Block entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the "Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual or individuals becoming a director subsequent to the date hereof, whose election, or nomination for election by Block's shareholders, was approved by a vote of at least a majority of the Board (or nominating committee of the Board) will be considered as though such individual were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) the completion of a reorganization, merger or consolidation approved by the shareholders of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of Block immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of Block, as approved by the shareholders of Block, or the sale or other disposition of all or substantially all of the assets of Block, as approved by the shareholders of Block.

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 18 months, notwithstanding any provision in the Severance Plan to the contrary, and (2) Executive will be credited with no less than 12 “18 "Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c1.08(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: (A) the acquisition, other than from Block, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding voting securities of Block entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the "Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual or individuals becoming a director subsequent to the date hereof, whose election, or nomination for election by Block's shareholders, was approved by a vote of at least a majority of the Board (or nominating committee of the Board) will be considered as though such individual were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) the completion of a reorganization, merger or consolidation approved by the shareholders of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of Block immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of Block, as approved by the shareholders of Block, or the sale or other disposition of all or substantially all of the assets of Block, as approved by the shareholders of Block.

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 12 months, notwithstanding any provision in the Severance Plan to the contrary, (2) Executive will be credited with no not less than 12 “"Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, (3) Executive will receive an amount equal to Executive's most recent payment under the H&R Block Short-Term Incentive Plan and the discretionary short-term incentive program in lieu of any amount calculated under Section 4(a)(ii) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive's Last Day of Employment to be paid out over the Severance Period, and (24) all restrictions on any nonvested portion of stock options or nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(eSections 1.03(c) and 1.03(d) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), immediately vest on Executive's Last Day of Employment notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means:

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 18 months, notwithstanding any provision in the Severance Plan to the contrary, and (2) Executive will be credited with no less than 12 “18 "Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c1.08(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: (A) the acquisition, other than from Block, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding voting securities of Block entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the "Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual or individuals becoming a director subsequent to the date hereof, whose election, or nomination for election by Block's shareholders, was approved by a vote of at least a majority of the Board (or nominating committee of the Board) will be considered as though such individual were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) approval by the shareholders of Block of (I) a reorganization, merger or consolidation of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of Block immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, (II) a complete liquidation or dissolution of Block, voluntary or involuntary, or (III) the sale or other disposition of all or substantially all of the assets of Block.

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); ) provided, however, (1) Executive will be credited with no less than 12 “15 "Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(ethat would have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of the termination of employment (absent such termination of employment) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding ) and any provision Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the Severance Plan to the contraryeffective date of termination of employment shall be forfeited. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means:

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c1.06(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: (A) the acquisition, other than from Block, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding voting securities of Block entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by Block or any of its subsidiaries, or any employee benefit plan (or related trust) of Block or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the voting securities of Block immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding voting securities of Block entitled to vote generally in the election of directors, as the case may be; or (B) individuals who, as of the date hereof, constitute the Board of Directors of Block (generally, the "Board," and as of the date hereof, the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual or individuals becoming a director subsequent to the date hereof, whose election, or nomination for election by Block's shareholders, was approved by a vote of at least a majority of the Board (or nominating committee of the Board) will be considered as though such individual were a member or members of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of Block (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) the completion of a reorganization, merger, or consolidation approved by the shareholders of Block, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of Block immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of Block, as approved by the shareholders of Block, or the sale or other disposition of all or substantially all of the assets of Block, as approved by the shareholders of Block.

Termination Due to a Change of Control. (i) If Executive terminates Executive’s 's employment under this Agreement during the 180-day period following the date of the occurrence of a “"Change of Control” Control of Block Block," or, if Executive does not transfer employment to an Affiliate and remains employed by the Company, a "Change of Control of RSM McGladrey, Inc.," then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s 's election (the “"Change of Control Election”") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no not less than 12 “"Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions Executive will receive an amount equal to Executive's most recent payment under the H&R Block Short-Term Incentive Plan and the discretionary short-term incentive program in lieu of any amount calculated under Section 4(a)(ii) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive's Last Day of Employment to be paid out over the "Severance Period" (as such term is defined in the Severance Plan), and (3) any nonvested portion of stock options or Restricted Shares awarded to Executive pursuant to Section 1.03(eSections 1.03(c)(i) and 1.03(d) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), immediately vest on Executive's Last Day of Employment notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” Control of Block" means:

Termination Due to a Change of Control. (i) If Executive or the Company terminates Executive’s 's employment under this Agreement for any reason (or no reason) during the 180-day period following the date of the occurrence of a “"Change of Control” " of Block then, upon any such termination of Executive’s 's employment and conditioned on Executive’s 's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s , upon Executive's election (the “"Change of Control Election”") of with the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “"Severance Plan”") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s 's last day of active employment by the Company or any Affiliate (the “"Last Day of Employment”"), as if Executive had incurred a “"Qualifying Termination” " (as such term is defined in the Severance Plan); provided, however, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 12 months, notwithstanding any provision in the Severance Plan to the contrary, (2) Executive will be credited with no not less than 12 “"Years of Service” " (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i4(a) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s 's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, (3) any portion of any option to purchase shares of Block common stock granted pursuant to Sections 1.03(c) or 1.06 of this Agreement and held by Executive at the time of such termination of employment that is not yet vested in accordance with its terms shall fully vest upon the date of such termination of employment, and shall be exercisable for a period of three months after such date of termination of employment, and (4) any nonvested Restricted Shares awarded pursuant to Section 1.03(d) of this Agreement shall immediately vest on Executive's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (25) all restrictions on any nonvested Restricted Shares awarded to Executive other than the Restricted Shares awarded pursuant to Section 1.03(e1.03(d) of this Agreement Agreement, that would have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of the termination of employment (absent such termination of employment) shall terminate (and such Restricted Shares shall be fully vested)) and any Restricted Shares that would not have vested in accordance with their terms by reason of lapse of time within 18 months after the effective date of termination of employment shall be forfeited, notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s 's Last Day of Employment of Executive’s 's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate. (ii) For the purpose of this subsection, a “"Change of Control” " means: