H&R Block, Inc.



 



Exhibit 10.3



AMENDMENT TO EMPLOYMENT AGREEMENT



     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of
the 11th day of September, 2002, by and between HRB Management, Inc. (“HRB”)
and Frank L. Salizzoni (“Executive”).





     WHEREAS, HRB and Executive are parties to an Employment Agreement dated
October 11, 1996 (the “Employment Agreement”); Executive has most recently been
employed by HRB thereunder to serve as Chairman of the Board of H&R Block,
Inc.; and Executive has also held director and officer positions with HRB and
its affiliates;





     WHEREAS, Executive has elected to retire as Chairman of the Board of H&R
Block, Inc., as a director of H&R Block, Inc. and as a director and officer of
all of HRB affiliates as of the adjournment of the Annual Meeting of
Shareholders of H&R Block, Inc. held on the date of this Amendment
(“Adjournment”);





     WHEREAS, Executive possesses intimate knowledge of the business and
affairs of HRB, its parents, subsidiaries and other affiliates; and





     WHEREAS, the parties desire to amend the Employment Agreement in this
Amendment to set forth the terms and conditions upon which Executive will
continue to be employed by HRB Management, Inc. on a part-time basis through
December 31, 2002;





     NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, HRB and Executive (collectively, the
“Parties”) agree as follows:





1.     Change in Employment. As of the Adjournment, it is agreed that Executive
will no longer serve as Chairman of the Board of H&R Block, Inc., as a member
of the Board of Directors of H&R Block, Inc. (except as Director Emeritus) or
hold any other officer and director position now held with HRB, its parents,
subsidiaries and affiliates, and Executive shall be considered to have retired
from such positions as of such Adjournment; however, his employment with HRB
will continue from and after the Adjournment and through the close of business
on December 31, 2002 (the “Employment Termination Date”), at which time
Executive’s employment shall terminate. During the period from the Adjournment
through the Employment Termination Date, Executive will work on such projects
and assignments as are mutually agreed upon by HRB and Executive. Executive
shall make himself available for deposition and trial testimony in matters of
litigation involving HRB and its affiliates through the Employment Termination
Date. He shall be a part-time HRB employee through the Employment Termination
Date, working 20 hours per week, for the purposes of salary and certain
benefits, as set forth in this Agreement. Executive shall have no set hours of
work and services may be provided by Executive from his home, except to the
extent that such work must be performed at HRB’s offices or another location.
As Executive continues as an employee through the Employment Termination Date,
Executive’s salary will be (1) at the same annual rate as his annual rate of
salary in effect immediately prior to the Adjournment through September 15,
2002, (2) at the annual rate of $12,000 ($1,000 per month) from September 16,
2002 through the Employment Termination Date, and (3) paid semi-monthly on the
15th and last day of each month. To





 







 


the extent inconsistent with Sections 1, 2 and 3 to this Amendment, the
provisions of Article One of the Employment Agreement are hereby amended and
superseded.





2.     Termination of Employment. By mutual agreement, the Employment Agreement,
as amended by this Amendment, and Executive’s employment with HRB will
terminate on the Employment Termination Date. Said termination on the
Employment Termination Date will be treated as a retirement for all purposes
and will not be considered a termination without “cause” as defined in Section
1.06 of the Employment Agreement. The Parties agree that no notice of
termination pursuant to Section 1.01 of the Employment Agreement need be given
by any Party to terminate the Employment Agreement, as amended by this
Amendment, in accordance with this Section 2.





3.     Employee Benefits.





     (a)  Up to and through the Employment Termination Date, Executive shall
continue to be an HRB employee and all benefits and rights of employment that
pertain to a part-time employee working 20 hours per week will extend to
Executive from the Adjournment through the Employment Termination Date. Except
as expressly provided in this Section 3(a) and as limited by Executive’s status
as a 20-hour-per-week part-time employee, continuation of Executive’s
employment by HRB from the Adjournment through the Employment Termination Date
shall continue Executive’s participation in, and vesting under, any employee
benefit or welfare plans of HRB or any of HRB’s affiliates or parent companies
through the Employment Termination Date. Executive shall not be entitled to
participate in HRB’s short-term incentive compensation program and
discretionary incentive compensation program for the fiscal year ending April
30, 2003. Executive’s participation in the H&R Block, Inc. Executive Survivor
Plan shall cease as of the close of business on September 11, 2002, except with
respect to any post-termination coverage continuation rights Executive may have
under such Plan. Executive’s participation in HRB’s basic group life insurance
program and accidental death and dismemberment program shall terminate in
connection with the change in employment status in accordance with the terms of
those plans. Except as expressly stated in this Section 3, benefits under
employee benefit or welfare plans will accrue and be payable to Executive after
the Employment Termination Date as expressly provided in the post-termination
provisions of such plans.





     (b)  Executive will not be considered an employee of HRB after the
Employment Termination Date. Nothing in this Agreement will constitute or cause
a continuation of Executive’s employment by HRB or extend Executive’s
participation in, or vesting under, any employee benefit or welfare plans of
HRB or any of HRB’s parents, subsidiaries or other affiliated companies after
the Employment Termination Date. Benefits under such plans will not accrue or
be payable to Executive after the Employment Termination Date except as may be
expressly provided in the post-termination provisions of such plans except as
stated in Section 3(c) below.





     (c)  Subject to the expiration dates of all stock options, and to the
extent such options are exercisable as of the Employment Termination Date,
Executive will have three (3) months after the Employment Termination Date to
exercise any outstanding stock options granted to Executive under the 1993
Long-Term Executive Compensation Plan and one hundred eighty (180) days after
the Employment Termination Date to exercise any





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outstanding stock options granted to Executive under the 1989 Stock Option
Plan for Outside Directors.





     (d)  Throughout the employment period (through the Employment Termination
Date), Executive will be entitled, at his option, to continue his enrollment in
the H&R Block employee health care plan (including any medical, dental or
vision coverage thereunder) in which he is currently enrolled and HRB will
continue to pay that portion of any premiums for such enrollment that HRB
customarily pays under the provisions of the applicable plan. Executive will
pay the balance of any health care premium not paid by HRB, which balance HRB
may deduct from the salary payable to Executive under Section 1 of this
Agreement.





4.     Notice. For purposes of Section 4.07 of the Employment Agreement, the
address for Executive shall be 5720 Oakwood Road, Mission Hills, KS 66208 and
for HRB shall be 4400 Main Street, Kansas City, MO 64111; Attention: Mark A.
Ernst, or such other address and/or person designated by either Party in
writing to the other Party.





5.     Entire Agreement. Except as modified in this Amendment, the Employment
Agreement shall remain in full force and effect in accordance with its terms.
This Amendment constitutes a binding writing under Section 4.02 of the
Employment Agreement and serves to amend and modify the Employment Agreement in
compliance with said Section 4.02. The Employment Agreement, as modified by
this Amendment, constitutes the entire agreement and understanding between HRB
and Executive.





     IN WITNESS WHEREOF, the Parties have executed this Amendment effective as
of the day and year first above written.





HRB MANAGEMENT, INC.







	 	 	 
	/s/ Mark A. Ernst



Mark A. Ernst

Chairman of the Board, President and

Chief Executive Officer	 	
/s/ Frank L. Salizzoni



     Frank L. Salizzoni





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