8-K – 2025-08-11 – 0001104659-25-076182-xbrl.zip

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Document Registration Statement

Document Annual Report

Document Quarterly Report

Document Transition Report

Document Shell Company Report

Document Shell Company Event Date

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Document Fiscal Period Focus

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Entity File Number

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Entity Address, Address Line One

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Elected Not To Use the Extended Transition Period

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Documents Incorporated by Reference [Text Block]



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

 

Date of Report (date of earliest event reported):
August 7, 2025

 

H&R BLOCK, INC.

(Exact name of registrant as specified in charter)

 

Missouri  
1-06089  
44-0607856

(State or other jurisdiction of  
(Commission File Number)  
(I.R.S. Employer

incorporation or organization)  
   
Identification No.)

 

One H&R Block Way , Kansas City , MO 64105

(Address of Principal Executive Offices) (Zip Code)

 

( 816 ) 854-3000

(Registrant's telephone number, including area
code)

 

Not Applicable

(Former name or former address, if changed since
last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b)
of the Act:

 

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, without par value
HRB
New York Stock Exchange

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Chief Executive Officer and Director Transitions

 

CEO Retirement

 

On August 7, 2025, Jeffrey J. Jones II notified the Board of Directors
(the “Board”) of H&R Block Inc. (the “Company”) of his intention to retire as President and Chief Executive
Officer (“CEO”) of the Company, effective as of December 31, 2025. Mr. Jones will also retire from the Board of the Company,
effective on December 31, 2025 assuming his reelection to the Board at the Company’s upcoming 2025 annual meeting of shareholders
(the “2025 Annual Meeting”). Mr. Jones’ decision to retire was not due to any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices. Following his retirement on December 31, 2025, Mr. Jones will remain
an employee of the Company in a Strategic Advisor role until September 2, 2026.

 

New CEO Announcement

 

The Board has appointed Curtis A. Campbell, currently the Company's
President, Global Consumer Tax and Chief Product Officer, to succeed Mr. Jones as President and CEO, effective immediately upon Mr. Jones’
retirement. The Company intends to renominate Mr. Jones for election to the Board at the 2025 Annual Meeting and, assuming he is reelected,
subsequently appoint Mr. Campbell to the Board to fill the vacancy created immediately upon Mr. Jones’ retirement.

 

Mr. Campbell, age 52, joined the Company as President, Global Consumer
Tax and Chief Product Officer in May 2024. Prior to that, he served as the Chief Executive Officer of TaxAct, where he ran TaxAct from
2018 until it was sold by Blucora, Inc. in 2022. He continued to lead TaxAct after the sale until 2023. Prior to TaxAct, Mr. Campbell
served Capital One Financial Corporation as Managing Vice President from 2017 to 2018. He also served in Vice President roles at Intuit
Inc, leading Product Management and Strategy from 2014 to 2017. Mr. Campbell serves on the Board of Directors of Jack Henry & Associates,
Inc., a Nasdaq-listed financial technology company.

 

There are no arrangements or understandings between Mr. Campbell and
any other persons under which he was appointed as President and CEO or is to be appointed as a director. There are no family relationships
between Mr. Campbell and any director or executive officer of the Company, and there are no transactions between Mr. Campbell and the
Company required to be reported under Item 404(a) of Regulation S-K.

 

New CEO Offer Letter

 

In connection with his appointment as President and CEO of the Company,
the Company and Mr. Campbell entered into an offer letter, dated August 9, 2025 (the “Offer Letter”). The principal terms
of the Offer Letter are as follows:

 

● Mr. Campbell will remain as President, Global Consumer Tax and Chief Product Officer with his current compensation and benefits (subject
to annual increases in accordance with normal Company cadence) until January 1, 2026.

 

 

 

 

● Effective January 1, 2026, Mr. Campbell will become President and CEO and will be appointed to the Company’s Board of Directors,
and his compensation will be as follows:

 

- Annual base salary of $995,000.

 

- Target annual short-term incentive (“STI”) opportunity under the H&R Block Executive Performance Plan, as a percentage
of base salary, of 125%, resulting in a prorated target STI for fiscal year 2026 of 110% of his average base salary for the fiscal year
(taking into account a fiscal year 2026 base salary and STI target of 95% in his current position, which base salary and STI target will
remain in effect for the first six months of the 2026 fiscal year).

 

- Eligibility to continue to participate in the Company’s equity incentive plan for each fiscal year as determined by the Compensation
Committee. In respect of fiscal year 2026, on or within five days of January 1, 2026, Mr. Campbell will be granted an off-cycle, one-time
promotion long-term incentive (“LTI”) award under the Company’s 2018 Long Term Incentive Plan with an aggregate grant
date fair value of $2.15 million, which reflects an annualized $6 million LTI award for fiscal year 2026, adjusted and prorated based
on the LTI award Mr. Campbell will receive in respect of fiscal year 2026 in his current position and the commencement of his employment
as President and CEO six months into the 2026 fiscal year.

 

● In the event of a termination of employment by the Company without “Cause” or by Mr. Campbell with “Good Reason”
(each as defined in the Company’s Executive Severance Plan), he will be entitled to receive, among other benefits and subject to
his execution and non-revocation of a release, two times his base salary, two times his annual STI target, payments equal to the monthly
premium for COBRA continuation for 24 months, any STI award earned but unpaid with respect to a fiscal year ending prior to the termination
date, and a prorated STI award for the fiscal year in which the termination occurs based on actual performance.

 

● Mr. Campbell will relocate his principal residence to the Kansas City metropolitan area as soon as reasonably practicable, and in
any event, no later than December 31, 2026. Mr. Campbell will receive relocation benefits under the Company’s U.S. Domestic Executive
Relocation Policy.

 

Transition and Strategic Advisor Agreement

 

In connection with his retirement as President and CEO, and subsequent
service as an employee Strategic Advisor, the Company and Mr. Jones entered into a Transition and Strategic Advisor Agreement dated August
9, 2025 (the “Agreement”), pursuant to which Mr. Jones has agreed to be available to Mr. Campbell to provide certain transitional
and advisory assistance. The Agreement replaces Mr. Jones’ Employment Agreement with the Company dated November 4, 2021 (the “Prior
Employment Agreement”). The principal terms of the Agreement are as follows:

 

● Mr. Jones will continue as President and CEO until December 31, 2025, and as a member of the Company’s Board until December
31, 2025 (subject to reelection by the shareholders at the 2025 Annual Meeting).

 

 

 

 

● For fiscal year 2026, Mr. Jones will receive no change in base salary, is eligible to receive an LTI award (expected on the Company’s
standard annual grant date of August 31, 2025), and is eligible for an STI award, prorated for the portion of the year he serves as CEO.

 

● Effective January 1, 2026 and until September 2, 2026, Mr. Jones will serve as a Strategic Advisor to the CEO, which will include
developing a transition and onboarding plan with the Chief People & Culture Officer for the incoming CEO.

 

● Effective January 1, 2026, Mr. Jones’ monthly base salary will continue, but he will no longer be eligible for any additional
LTI awards or STI for the period January 1, 2026 through September 2, 2026. Mr. Jones will not be eligible for any special or accelerated
vesting with respect to his LTI awards for fiscal year 2026 or any currently held LTI awards for prior fiscal years, except as provided
in the Company’s current forms of equity award agreements.

 

● Except as described above, the terms of the Agreement are materially consistent with the Prior Employment Agreement, which is filed
as Exhibit 10.1 to the Company’s current report on Form 8-K filed November 4, 2021 and incorporated herein by reference.

 

The foregoing summaries of the Agreement and Offer Letter do not purport
to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Agreement and Offer Letter, which
are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On August 11, 2025, the Company issued a press release announcing the
leadership transition discussed in Item 5.02 above. A copy of the Company’s press release is furnished hereto as Exhibit 99.1 and
is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being
“furnished” and shall not be deemed “filed” for purposes of or otherwise subject to liabilities under Section
18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filings of the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number
Description

10.1
Transition and Strategic Advisor Agreement dated August 9, 2025, among H&R Block, Inc., HRB Professional Resources LLC, and Jeffrey J. Jones II.

10.2
Offer Letter dated August 9, 2025, among H&R Block, Inc., HRB Professional Resources LLC, and Curtis A. Campbell.

99.1
Press Release Issued August 11, 2025

104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
 
 
H&R BLOCK, INC.

 
 
 
 

Date:
August 11, 2025
By:
/s/ Katharine
M. Haynes

 
 
 
Katharine M. Haynes

 
 
 
Vice President and Corporate Secretary

Exhibit 10.1

 

 

August 9, 2025

 

Mr. Jeffrey J. Jones II

c/o H&R Block, Inc.

One H&R Block Way

 

Kansas City, Missouri 64105

 

Re:       Transition

and Strategic Advisor Agreement

 

Dear Jeff:

 

This is your Transition and Strategic Advisor

Agreement (this “ Agreement ”) with HRB Professional Resources LLC , a Delaware limited liability company (the

“ Company ”), and H&R Block, Inc. , a Missouri corporation and the indirect parent corporation of the

Company (“ Block ”). It sets forth the terms of your continued employment with the Company and its Affiliates, as defined

below, as President and Chief Executive Officer of Block through December 31, 2025 and the transition of your employment to Strategic

Advisor to Block through your anticipated retirement date of September 2, 2026. This Agreement supersedes and replaces in its entirety

your Employment Agreement with the Company and Block dated November 4, 2021.

 

1. Your Position, Performance and Other Activities

 

(a)           Agreement

as to Employment . During the Term, as defined below, you shall continue to be employed by the Company, and you hereby accept such

continued employment, subject to the terms of this Agreement.

 

(b)           Title

and Duties .

 

(1)           During

the Transition Term, as defined below, you shall continue to serve as President and Chief Executive Officer (“ CEO ”)

of Block (a public company) or any ultimate parent entity and you shall have the status of the highest-ranking executive officer of Block

or any ultimate parent entity, with all of the duties, authorities and responsibilities customarily performed by the president and chief

executive officer of a publicly-traded United States-based company of similar size registered with the SEC and listed for trading on a

national securities exchange. You will report solely and exclusively to the Board of Directors of Block (or any ultimate parent entity)

(the “ Board ”) and have such other duties, authorities and responsibilities as the Board designates from time to time

that are not inconsistent with your positions.

 

(2)           During

the Advisory Term, as defined below, you shall serve as Strategic Advisor to the incoming CEO (“ Strategic Advisor ”).

. Your responsibilities will include developing a transition and onboarding plan with the Chief People & Culture Officer for

the incoming CEO. As a Strategic Advisor you will make a good faith effort to ensure a transfer of experience and relationships for Block’s

benefit, and be available for such support.

 

 

 

 

(c)           Location

of Employment . During the Transition Term, your location of employment will be the principal executive office of the Company in Kansas

City, Missouri. During the Advisory Term, you may provide such services remotely (i.e., outside the principal executive office of the

Company).

 

(d)           Performance

and Other Activities . During the Transition Term, you agree to devote substantially all of your business time and attention (excepting

vacation time, holidays, sick days and periods of disability) to the good faith performance of your duties as CEO hereunder; provided 

that, the foregoing shall not prevent you from (i) with prior Board approval, which will not be unreasonably withheld or delayed,

serving on the boards of directors of non-profit organizations, (ii) with prior Board approval, and consistent with the H&R Block, Inc.

Corporate Governance Guidelines (the current copy of which has been provided to you) which will not be unreasonably withheld or delayed,

serving on the board of directors of, or consulting for, one for-profit entity, (iii) participating in charitable, civic, educational,

professional, community or industry affairs, including, without limitation, delivering lectures, presentations, and reports and fulfilling

speaking engagements, and (iv) managing your and your family’s personal investments (whether or not passive in nature), so

long as such activities described in clauses (i), (ii), (iii) and (iv) do not materially interfere or conflict with the performance

of your duties and responsibilities hereunder. At no time during the Term shall you materially violate the other provisions of either

this Agreement or the H&R Block, Inc. Code of Business Ethics & Conduct. You will use reasonable efforts to comply in

all material respects with all reasonable policies of the Company as are from time to time in effect and applicable to your position.

You understand that the business of Block, the Company, and/or any other direct or indirect subsidiary of the Company or Block (each such

other subsidiary, an “ Affiliate ”) may be subject to governmental regulation, some of which may require you to submit

to background investigation as a condition of Block’s, the Company’s, and/or an Affiliate’s participation in certain

activities subject to such regulation.

 

(e)           Board

Membership . During the Transition Term, you shall continue to serve as a member of the Board, provided that, the foregoing

shall not be required to the extent prohibited by legal or regulatory requirements. At the end of the Transition Period, you agree to

promptly resign as a director of Block and from any other offices, directorships, trusteeships, committee memberships and/or fiduciary

capacities held with, or on behalf of, Block and/or any Affiliate as the Board designates, in its discretion.

 

2. Term of Your Employment

 

(a)           Transition

Term . Your employment as CEO pursuant to the terms and conditions of this Agreement will continue until and end on December 31,

2025, or an earlier date of termination of this Agreement pursuant to the terms hereof (the “ Transition Term ”).

 

(b)           Advisory

Term . Your employment as Strategic Advisor pursuant to the terms and conditions of this Agreement will commence on January 1,

2026, and end on September 2, 2026, or an earlier date of termination of this Agreement pursuant to the terms hereof (the “ Advisory

Term ”).

 

The Transition Term and the Advisory Term are collectively referred

to herein as the “ Term .”

 

3. Your Compensation

 

(a)           Base

Salary . The Company will pay to you a gross salary during the Term of $995,000 per annum (“ Base Salary ”), payable

semimonthly or at such other pay period under the Company’s normal payroll policies. In light of your transition to the role of

Strategic Advisor upon expiration of the Transition Term, you will not be eligible for any future increase in your Base Salary during

the Term.

 

(b)           Annual

Bonus . You will be eligible for an annual cash bonus under the H&R Block Executive Performance Plan, as the same may be amended

or replaced from time to time (the “ Executive Performance Plan ”), in respect of fiscal year 2025 and for one-half of

fiscal year 2026 (the portion of fiscal year 2026 in which you will continue to serve as CEO hereunder), upon the achievement of performance

goals as adopted by the Compensation Committee of the Board (the “ Compensation Committee ”) and in consultation with

you. Your target bonus will be equal to 150% of Base Salary with a maximum bonus equal to 200% of the target bonus, and a threshold level

established by the Compensation Committee. In no event will the maximum bonus exceed the maximum annual amount currently permitted by

the Executive Performance Plan (or any equal or higher maximum amount in any future amendment or replacement). Your annual bonus will

be payable when bonuses are paid to other senior executive officers of the Company. You will not be eligible to participate in or receive

a cash bonus under the Executive Performance Plan in respect of fiscal year 2027 or any portion thereof.

 

2

 

 

(c)           Long-term

Incentives . You will be eligible to receive a long-term incentive award in respect of fiscal year 2026 (expected to be granted on

or about August 31, 2025) and continue to participate in the Company’s long-term incentive plan with respect to prior years’

awards. You will not be eligible to participate in or receive a long-term incentive award under the Company’s long-term incentive

plan in respect of fiscal year 2027 or any portion thereof. Other than as provided in your current form of equity award agreement, you

will not be eligible for any special or accelerated vesting with respect to any of your currently held long-term incentive plan awards.

 

(d)           Business

Expenses . The Company will promptly pay directly, or reimburse you for, all business expenses, to the extent such expenses are paid

or incurred by you during the Term in the good faith performance of your duties or otherwise in the interests of the Company and/or Block

in accordance with the Company’s policy in effect from time to time.

 

(e)           Other

Benefits . During the Term, the Company will make available to you such health, life and disability benefits, insurance, sick leave,

deferred compensation, and other like benefits as are provided from time to time to the senior executives of the Company or Affiliates.

Coverage and eligibility for any such benefits are subject to the terms of the applicable plans as they may be amended from time to time

pursuant to their respective terms. These benefits shall include continued personal use of company aircraft through December 31,

2025, subject to a 15-hour limit (equal to a prorated 30 hour per fiscal year limit).

 

(f)           Vacation;

Sick Leave . During the Term, you shall be entitled to vacation and sick leave in accordance with the policies and practices with respect

to senior executives of the Company; provided that, you shall be entitled to vacation days of not less than four weeks per year.

 

4. Termination of Employment

 

(a)           With

or Without Cause . The Company may, at any time, in its sole discretion, terminate your employment upon written notice with or without

Cause. For purposes of this Agreement, the term “ Cause ” means:

 

(1)           your

commission of an act that is materially and demonstrably detrimental to Block, the Company or any Affiliate, which act constitutes gross

negligence or willful misconduct by you in the performance of your material duties to Block, the Company or any Affiliate; or

 

(2)           your

commission of any material act of dishonesty or breach of trust resulting in or intending to result in your material personal gain or

your material enrichment at the expense of Block, the Company or any Affiliate, but, in each case, excluding good faith disputes regarding

your expense account or expense reimbursement; or

 

3

 

 

(3)           your

material violation of Section 5 or Section 6 of this Agreement which violation, if curable, is not cured by you within 30 days

of the Company providing you with written notice of such material violation; or

 

(4)           the

inability of Block, the Company and/or an Affiliate to participate, in whole or in part, in any current activity subject to governmental

regulation and material to the business of Block, the Company and their Affiliates solely as the result of any willful action or inaction

by you, as defined below, which action or inaction, if curable, is not cured by you within 30 days of the Company providing you with written

notice of such action or inaction.

 

For purposes of this Section 4(a), no act,

or failure to act, by you will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without

reasonable belief that the action or omission was in the best interests of Block. Any act, or failure to act, based upon (A) authority

given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for Block shall be conclusively presumed to

be done, or omitted to be done, by you in good faith and in the best interests of the Company. The termination of your employment shall

not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative

vote of not less than the majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after

reasonable notice is provided to you and you are given an opportunity to be heard, together with your counsel, before the Board), finding

that, in the good faith opinion of the Board, you are guilty of the conduct described in Section 4(a), and specifying the particulars

thereof in detail.

 

(b)           With

or Without Good Reason .

 

(1)           You

may terminate your employment for Good Reason or without Good Reason, by providing not less than 30 days’ prior written notice of

such termination to the Company, and, if such notice is properly given, your employment hereunder will terminate as of the close of business

on the 30th day after such notice is deemed to have been given or such later date as is specified in such notice.

 

(2)           Notwithstanding

the foregoing, as a condition precedent to terminate your employment for Good Reason, you must give written notice of the circumstances

constituting Good Reason to the Company within 90 days of the occurrence of the circumstances constituting Good Reason and the Company

must fail to cure such Good Reason circumstances within 30 days of such notice, in which case your termination will be effective, once

proper notice is given to the Company, as provided in Section 4(b)(1), if such notice is provided within 30 days after the Company’s

cure period ends.

 

(c)           Death

or Disability . If your employment is terminated because of your death, the termination will be effective immediately. If the Company

determines in good faith that your Disability has occurred, it may give you a written notice of termination. If within 30 days of such

notice of termination you do not return to full-time performance of your responsibilities, your employment will terminate. If you return

to full-time performance in that 30-day period, the notice of termination will be cancelled for all purposes of this Agreement. Notwithstanding

the foregoing, if you die or become Disabled after you provide a valid notice of termination with Good Reason or the Company provides

a notice of termination without Cause, your termination will be treated as a termination by the Company not for Cause, effective as of

the date of termination of your employment due to death or Disability pursuant to this section.

 

4

 

 

(d)           Severance

Not Related to a Change in Control . Except as otherwise provided in Section 4(e) below:

 

(1)           Upon

a termination of your employment prior to the end of the Transition Term by the Company without Cause or by you for Good Reason, you will

be entitled to receive:

 

(A)           payment

of your accrued and unpaid Base Salary through the date of termination, your accrued and unused vacation days as of the date of termination,

and reimbursement of incurred and unreimbursed expenses under Section 3(d), within 30 days following the date of termination (collectively,

the amounts in this subsection (A), the “ Accrued Obligations ”);

 

(B)           any

annual bonus earned with respect to a fiscal year ending prior to the date of such termination but unpaid as of such date, payable at

the same time in the year of termination as such payment would be made if you continued to be employed by the Company and you will be

treated as meeting (i) any service based vesting conditions or (ii) personal or subjective bonus goals, if your employment is

terminated for any reason (other than for Cause) between the end of the fiscal year or performance period and the payment of any bonus

(the “ Prior Year Bonus ”);

 

(C)           a

lump sum payment, on the 60th day after the date of termination, equal to the sum of (i) two times your Base Salary plus (ii) two

times your target bonus opportunity provided in Section 3(b) (such lump sum payment, the “ Base Severance ”);

 

(D)           for

24 months after the date of your termination, the Company shall pay you each month an amount equal to the monthly premium (both the employer

and employee portions) for COBRA continuation coverage under the Company’s health, dental and vision plans, which payment shall

be paid in advance on the first payroll day of each month during such 24 month period, commencing with the month immediately following

the date of termination;  provided , however, that the first such payment shall be made on the 60th day after the date

of termination, and will include payment of any amounts that were otherwise due prior (the “ COBRA Benefit ”);

 

(E)           any

annual bonus related to the fiscal year in which the termination occurs calculated based on actual performance (including any personal

goals) through the end of the applicable fiscal year and prorated for the number of days of your employment in the fiscal year in which

the termination occurs, payable in a single lump sum at the same time as such payment would be made if you continued to be employed by

the Company (the “ Pro-Rata Bonus ”); and

 

(F)           any

other amounts or benefits due to you in accordance with the Company’s benefit, equity or fringe benefit plans, programs or policies

or this Agreement, payable at such times and otherwise in accordance with the terms and conditions such arrangements (the “ Other

Benefits ”).

 

(2)           Upon

a termination of your employment prior to the end of the Transition Term by the Company for Cause or by you without Good Reason, or at

any time during the Advisory Term for any reason other than your death or Disability, you will only receive the Accrued Obligations and

the Other Benefits;  provided , however, that in the event of a termination by you without Good Reason prior to the end of the

Term, or by the Company without Cause during the Advisory Term, you shall also be entitled to the Prior Year Bonus.

 

(3)           Upon

a termination of employment due to your death or Disability, you or your representatives shall be entitled to the Accrued Obligations,

the Other Benefits, the Prior Year Bonus and the Pro-Rata Bonus.

 

(4)           Upon

a termination of employment that occurs as a result of the expiration of the Term, you shall be entitled to the Accrued Obligations, the

Other Benefits, and the Prior Year Bonus.

 

5

 

 

(e)           Severance

Related to a Change in Control . If within 24 months following a Change in Control or within 120 days prior to a 409A Change in Control

(in lieu of the payments and benefits in Section 4(d)):

 

(1)           Your

employment is terminated prior to the end of the Transition Term by the Company without Cause or by you for Good Reason, you will be entitled

to receive:

 

(A)          the

Accrued Obligations, Prior Year Bonus, the Base Severance (reduced by any amount of the Base Severance paid pursuant to Section 4(d) prior

to a 409A Change in Control, if applicable), the COBRA Benefit and the Other Benefits; and

 

(B)           any

annual bonus related to the fiscal year in which the termination occurs calculated based on achievement of 100% of your target bonus opportunity

provided in Section 3(b), prorated for the number of days of your employment in the fiscal year in which the termination occurs,

payable in a single lump sum at the same time as such payment would be made if you continued to be employed by the Company (the “ Pro-Rata

CIC Bonus ”).

 

(2)           Upon

a termination of your employment prior to the end of the Transition Term by the Company for Cause or by you without Good Reason, or at

any time during the Advisory Term for any reason other than your death or Disability, you will only receive the Accrued Obligations and

the Other Benefits;  provided , however, that in the event of a termination by you without Good Reason prior to the end of the

Term, or by the Company without Cause during the Advisory Term, you shall also be entitled to the Prior Year Bonus.

 

(3)           If

your employment terminates due to your death or Disability, you or your representatives shall be entitled to the Accrued Obligations,

the Other Benefits, the Prior Year Bonus and the Pro-Rata CIC Bonus.

 

(4)           Upon

a termination of employment in connection with the expiration of the Term, you shall be entitled to the Accrued Obligations, the Other

Benefits, and the Prior Year Bonus.

 

(f)           Related

Definitions .

 

(1)           “ Good

Reason ” means any of the following events, without your express written consent, unless such events are corrected by the Company

within 30 days after you give notice (as provided in Section 4(b)(2)):

 

(A)          A

material diminution in your Base Salary or target bonus opportunity provided in Sections 3(a) and 3(b);

 

(B)           Relocation

of your location of employment outside of the Kansas City, Missouri metropolitan area;

 

(C)           A

material diminution in your responsibilities, duties, or authority provided under this Agreement (other than during any period of mental

or physical disability), or a requirement to report to anyone other than the Board (but, if Block becomes a subsidiary of another entity,

“Board” shall be deemed to refer to the board of directors (or other governing body) of the ultimate parent entity of Block);

or

 

(D)           Any

other action or inaction that constitutes a material breach by the Company of this Agreement.

 

6

 

 

Notwithstanding anything herein to the contrary,

you acknowledge and agree that none of (i) your change in position from CEO to Strategic Advisor upon expiration of the Transition

Term; (ii) your resignation of directorships held at Block, the Company and/or its Affiliates, upon expiration of the Transition

Term; and/or (iii) entering into this Agreement (including but not limited to any changes herein to your compensation upon expiration

of the Transition Term and commencement of the Advisory Term), in any case, constitute or will constitute a termination of employment

by the Company without “Cause”, or constitute or will constitute an event giving rise to “Good Reason” for purposes

of this Agreement or any other agreement between you and the Company and/or its Affiliates.

 

If you do not give timely notice, as provided in Section 4(b)(2),

after an event constituting Good Reason has occurred, the event will no longer constitute Good Reason.

 

(2)           “ Change

in Control ” shall have the meaning set forth in the Company’s 2018 Long Term Incentive Plan.

 

(3)           “ 409A

Change in Control ” shall mean a Change in Control that constitutes a “change in control” under Section 409A,

as defined in Section 7(p) (regarding change in the ownership or effective control of a corporation or a change in the ownership

of a substantial portion of the assets of a corporation).

 

(4)            “ Disability ”

means your absence from your material duties and responsibilities with the Company for 130 business days in any consecutive 12 months

as a result of incapacity due to mental or physical illness or injury.

 

(g)           Resignations .

Upon any termination of your employment with the Company for any reason, you agree to promptly resign as a director of Block and from

any other offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, Block and/or

any Affiliate. You shall promptly execute any further documentation thereof as requested by the Company and, if you are to receive any

payments from the Company, execution of such further documentation shall be a condition thereof.

 

(h)           No

Duplication of Benefits . Any termination payments made and benefits provided under this Agreement to you shall be in lieu of any other

severance payments or benefits for which you may be eligible under any of the plans, policies or programs of Block and/or any Affiliate

or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. In the event any plan or

grant provides for better treatment as to equity on a termination of employment than that provided herein, such better provision shall

apply.

 

5. Confidentiality

 

(a)           Background

and Relationship of Parties . The parties hereto acknowledge (for all purposes including, without limitation, Sections 5 and 6 of this

Agreement) that Block, the Company or Affiliates (collectively, the “ Block Companies ” and each individually, a “ Block

Company ”) have been and will be engaged in a continuous program of acquisition and development respecting their businesses,

present and future, and that, in connection with your employment by the Company, you will be expected to have access to all information

of value to the Block Companies and that your employment creates a relationship of confidence and trust between you and Block with respect

to any information applicable to the businesses of the Block Companies. You will possess or have unfettered access to information that

has been created, developed, or acquired by the Block Companies or otherwise become known to the Block Companies and which has commercial

value in the businesses in which the Block Companies have been and will be engaged and has not been publicly disclosed by the Block Companies.

All information described above is hereinafter called “ Proprietary Information .” By way of illustration, but not limitation,

Proprietary Information includes trade secrets, customer lists and information, employee lists and information, developments, systems,

designs, software, data bases, know-how, marketing plans, product information, business and financial information and plans, strategies,

forecasts, new products and services, financial statements, budgets, projections, prices, and acquisition and disposition plans. Notwithstanding

anything herein to the contrary, Proprietary Information does not include any portions of such information which are now or hereafter

become publicly known other than by you in violation of this Agreement.

 

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(b)           Proprietary

Information is Property of Block

 

(1)           All

Proprietary Information is the sole property of the Block Company and its assignees, and the Block Company is the sole owner of all patents,

copyrights, trademarks, names and other rights in connection therewith and without regard to whether the Block Company is at any particular

time developing or marketing the same. You hereby assign to the Block Companies any rights you may have or may acquire in such Proprietary

Information. At all times during and after your employment with the Company or any other Block Company, you will keep in strictest confidence

and trust all Proprietary Information and you will not use or disclose any Proprietary Information without the written consent of Block,

except in the ordinary course of performing duties as CEO and Strategic Advisor, as applicable, or as may be required by law, regulation

or the order of any court or governmental authority or other legal process.

 

(2)           In

the event of any termination of your employment hereunder, you will promptly deliver to the Block Companies all copies of all documents,

notes, drawings, programs, software, specifications, documentation, data, Proprietary Information, and other materials and property of

any nature belonging to the Block Companies and obtained during the course of your employment with the Company. In addition, upon such

termination, you will not remove from the premises of the Block Companies any of the foregoing or any reproduction of any of the foregoing

or any Proprietary Information that is embodied in a tangible medium of expression.

 

(3)           Notwithstanding

anything to the contrary set forth herein, the Company hereby acknowledges and agrees that (A) you may retain, as your own property,

copies of your individual personnel documents, such as payroll and tax records and similar personal records, and your rolodex and similar

address book (electronic or otherwise) and (B) to the extent you use your personal electronics and/or mobile phone number in the

performance of your duties to the Company, you shall retain such personal electronics and/or mobile phone number as your own at all times

during the Term and following the termination of your employment for any reason.

 

(c)            Protected

Rights . Notwithstanding any other provision of this Agreement, nothing herein prevents you from filing a charge or complaint with,

or from participating in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, National Labor Relations

Board, the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any laws, including

providing documents or other information. Notwithstanding your agreement to keep in confidence and trust any Proprietary Information and

not to use or disclose any Proprietary Information, you, as provided by the Federal Defend Trade Secrets Act, will not be held criminally

or civilly liable under any federal or state trade secret law for the disclosure of Proprietary Information made: (i) in confidence

to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting

or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if

such filing is made under seal. Additionally, without informing Company prior to any such disclosure, if you file a lawsuit against a

Block Company for retaliation for reporting a suspected violation of law, you may disclose Proprietary Information to your attorney and

use the Proprietary Information in the court proceeding or arbitration, provided you file any document containing the Proprietary Information

under seal and do not otherwise disclose the Proprietary Information, unless required by court order.

 

8

 

 

6. Covenants

 

(a)           General .

The parties hereto acknowledge that, during the course of your employment by the Company, you will have access to information valuable

to the Company, Block and/or Affiliates concerning the employees of the Block Companies (“ Block Employees ”) and, in

addition to your access to such information, you may, during (and in the course of) your employment by the Company, develop relationships

with such Block Employees whereby information valuable to the Block Companies concerning the Block Employees was acquired by you. Such

information includes, without limitation, the identity, skills and performance levels of the Block Employees, as well as compensation

and benefits paid by the Block Companies to such Block Employees. You agree and understand that it is important to protect the Block Companies

and their employees, agents, directors, and clients from the unauthorized use and appropriation of Block Employee information, Proprietary

Information and trade secret business information developed, held, or used by the Block Companies, and to protect Block, the Company and

Affiliates and their employees, agents, directors and customers you agree to the covenants described in this Section 6.

 

(b)           Non-Hiring .

During the Term, and for a period of two years after your last day of employment with the Company, you may not directly or indirectly

recruit, solicit, or hire any Block Employee or otherwise induce any such Block Employee to leave the employment of a Block Company to

become an employee of or otherwise be associated with any other party or with you or any company or business with which you are or may

become associated. Notwithstanding the foregoing, the restrictions in this Section 6(b) shall not apply with regard to (i) general

solicitations that are not specifically directed to Block Employees (but the restrictions shall still apply to the hiring of any person

who responds to such general solicitation), (ii) serving as a reference at the request of an employee or (iii) actions taken

in the good faith performance of your duties for and/or for the benefit of the Block Companies. The running of the applicable no-hire

period will be suspended and shall not apply during any period of violation and/or any period of time during which litigation to enforce

this covenant is pending, but only to the extent the Company prevails in such litigation;  provided , that, to the extent the

Company prevails in such litigation, the applicable period shall apply for not more than the number of days following the conclusion of

such litigation equal to the difference between 730 and the number of days (but not in excess of 730) from the date of termination until

the date on which such litigation commenced.

 

(c)           Non-Solicitation .

During the Term, and for a period of two years after your last day of employment with the Company, you may not directly or indirectly

solicit or enter into any business arrangement with any person or entity which is, at the time of the solicitation and when your employment

termination ceased or within 6 months thereof, a significant customer of a Block Company, for the purpose of engaging in any business

transaction of the nature performed by the Block Company, or contemplated to be performed by a Block Company, for such customer;  provided  that,

this Section 6(c) will only apply to customers for whom you personally provided services while employed by the Company or an

Affiliate;  further   provided , that the foregoing shall not apply with regard to (i) actions taken in the good

faith performance of your duties for the Block Companies, (ii) general solicitations that are not specifically directed to customers

or suppliers of a Block Company or (iii) ultimate consumers or taxpayers. The running of the applicable no-solicitation period will

be suspended and shall not apply during any period of violation and/or any period of time during which litigation to enforce this covenant

is pending, but only to the extent the Company prevails in such litigation;  provided , that, to the extent the Company prevails

in such litigation, the applicable period shall apply for not more than the number of days following the conclusion of such litigation

equal to the difference between 730 and the number of days (but not in excess of 730) from the date of termination until the date on which

such litigation commenced.

 

9

 

 

(d)           Non-competition .

During the Term and for a two year period following your last day of employment, you will not, directly or indirectly, engage in, own,

or control any interest in (except as a passive investor in less than 1% of the outstanding securities of publicly-held companies), or

act as an officer, director or employee of, or consultant, advisor or lender to, any firm, corporation, partnership, limited liability

company, institution, business or entity that is competitive with a material business activity of the Block Companies, which are, as follows:

(i) tax preparation services, (ii) assisted and digital (including software) tax services, (iii) accounting and small business

tax services and (iv) any other business activity of the Block Companies, which represents more than 5% of the Block Companies’

consolidated gross annual revenue or consolidated net assets, as of your last day of employment (each, a “ Competitive Activity ”).

Notwithstanding the foregoing, the provisions of this Section 6(d) shall not be violated if you provide services to an entity

(after your last day of employment) that is engaged in a Competitive Activity where less than 5% of the consolidated gross annual revenues

or consolidated net assets of such competitive entity (as of your last day of employment) is attributable to a Competitive Activity and

you do not provide any material strategic, day-to-day operational, or other direct services to any such competitive entity (or any subsidiary,

division, segment or unit thereto) regarding a Competitive Activity. For the avoidance of doubt, this Section 6(d) shall not

prohibit you from future employment with a business entity in the retail or e-commerce industry that sells tax preparation software among

hundreds of other products, a financial institution that provides incidental tax preparation services to its banking, trust, or wealth

management customers, or a consulting entity that does not provide tax preparation services, so long as you do not provide any strategic,

day-to-day operational, or other direct services to any such competitive entity (or any subsidiary, division, segment or unit thereto)

regarding a Competitive Activity. You recognize that irreparable injury to a Block Company would result from your violation of this Section 6(d),

and therefore, you agree that in the event of any such violation, whether threatened or actual, the Company shall be entitled to injunctive

relief to prohibit or restrain such violation in addition to all other remedies available at law or equity. You agree that no bond need

be filed in connection with any request by the Company for injunctive relief.  In addition to any injunctive relief, you acknowledge

that the Company is entitled to damages for any and all violations of this Section 6(d).  The running of the applicable noncompete

period will be suspended and shall not apply during any period of violation and/or any period of time during which litigation to enforce

this covenant is pending, but only to the extent the Company prevails in such litigation;  provided , that, to the extent the

Company prevails in such litigation, the applicable period shall apply for not more than the number of days following the conclusion of

such litigation equal to the difference between 730 and the number of days (but not in excess of 730) from the date of termination until

the date on which such litigation commenced.

 

(e)            No

Conflicts . You represent in good faith that, to the best of your knowledge, based on the current business of the Block Companies,

your performance of all the terms of the Agreement will not breach any agreement to which you are or were a party and which requires you

to keep any information in confidence or in trust. You have not brought and will not bring to the Block Companies nor will you knowingly

use in the performance of employment responsibilities at the Block Companies any proprietary materials or documents of a former employer

that are not generally available to the public, unless you have obtained express written authorization from such former employer for their

possession and use. You have not and will not knowingly breach any obligation of confidentiality that you may have to former employers.

 

(f)            Reasonableness

of Restrictions . You and the Company acknowledge that the restrictions contained in this Agreement are reasonable, but should any

provisions of any section of the Agreement be determined to be invalid, illegal, or otherwise unenforceable or unreasonable in scope by

any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement will not be affected

thereby and the provision found invalid, illegal, or otherwise unenforceable or unreasonable will be considered by the Company and you

to be amended as to scope of protection, time or geographic area (or any one of them, as the case may be) in whatever manner is considered

reasonable by that court and, as so amended, will be enforced.

 

10

 

 

(g)           Cooperation .

During the period of your employment hereunder and thereafter, you agree to reasonably assist and cooperate with the Block Companies (and

their outside counsel) at mutually convenient times and places in connection with the defense or prosecution of any claim that may be

made or threatened against or by a Block Company, or in connection with any ongoing or future investigation or dispute or claim of any

kind involving a Block Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other regulatory

body or agency, including preparing for and testifying in any proceeding to the extent such claims, investigations or proceedings materially

relate to services performed or required to be performed by you, or pertinent knowledge possessed by you, in each case, other than any

such proceeding in which you and a Block Company are adverse parties to one another or are reasonably likely to be or which relate to

matters exclusively related to the period after termination of your employment with the Company. Upon presentment to the Company of appropriate

documentation, the Company will pay directly or reimburse you for the reasonable out-of-pocket expenses (including, but not limited to,

reasonable attorneys’ fees) incurred as a result of such cooperation.

 

(h)           Survival .

The obligations contained in Section 5, Section 6 and Section 7(e) shall survive the termination or expiration of

the Term and your employment by the Company and shall be fully enforceable thereafter.

 

7. Miscellaneous

 

(a)           Block’s

Rights . The parties hereto agree that Block is a beneficiary as to the obligations imposed upon you under this Agreement and as to

the right and privileges to which the Company is entitled pursuant to this Agreement, and that Block is entitled to all of the rights

and privileges associated with such status.

 

(b)           Release

required for any Severance Benefits . The Company’s obligation to make any payment of any amounts or provide any benefits to

you under Section 4(d) or 4(e) hereof (other than the Accrued Obligations and the Other Benefits) is contingent upon your

execution and delivery to the Company of a Release in favor of the Company and Block substantially in the form attached as  Exhibit A  hereto

(the “ Release ”). Such Release shall be executed and delivered (and no longer subject to revocation) within 60 days

following termination;  provided , however, that with respect to any payment subject to the Release that is (a) paid in

installments that would otherwise commence prior to the 60th day after the date of termination, the first payment of any such payment

shall be made on the 60th day after the date of termination, and will include payment of any amounts that were otherwise due prior

thereto, or (b) paid in a lump sum that would otherwise be paid prior to the 60th day after the date of termination, such payment

shall be made on the 60th day after the date of termination.

 

(c)           Block

Obligation . Block and the Company hereby agree to be jointly and severally liable for the performance of all obligations and duties

of the entities hereunder and the payment of all amounts and provision of all benefits due to you under this Agreement.

 

(d)           Entire

Agreement . This Agreement supersedes all previous employment agreements, whether written or oral between you and the Company and constitutes

the entire agreement and understanding between the Company and you concerning the subject matter hereof, including without limitation

the Employment Agreement between you and the Company and Block dated November 4, 2021. No modification, amendment, termination or

waiver of this Agreement will be binding unless in writing and signed by you and a duly authorized officer of the Company and/or Block.

Failure of the Company, Block, or you to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not

be deemed a waiver of such terms, covenants and conditions. If, and to the extent that, any other written or oral agreement between you

and the Company or Block is inconsistent with or contradictory to the terms of this Agreement, the terms of this Agreement will apply.

 

11

 

 

(e)            Specific

Performance . The parties hereto acknowledge that money damages alone will not adequately compensate the Company or Block or you for

breach of any of the covenants and agreements set forth in Sections 5 and 6 herein and, therefore, in the event of the breach or threatened

breach of any such covenant or agreement by either party, in addition to all other remedies available at law, in equity or otherwise,

a wronged party will be entitled to injunctive relief compelling specific performance of (or other compliance with) the terms hereof.

 

(f)            Successors

and Assigns . This Agreement is binding upon and will inure to the benefit of you and your heirs, executors, assigns and administrators

or your estate and property and the Company, Block, and their successors and permitted assigns. You may not assign or transfer to others

the obligation to perform your duties hereunder. The Company may assign this Agreement to an Affiliate with your consent, which consent

shall not be unreasonably withheld, in which case, after such assignment, the “Company” means the Affiliate to which this

Agreement has been assigned. Block may not assign this Agreement to a non-Affiliate other than to a successor to all or substantially

all of its business and then only upon such assignee’s delivery to you of a written assumption of this Agreement. The obligations

of the Company and/or Block under this Agreement shall be the binding legal obligations of any successor to the Company and/or Block by

merger, consolidation or otherwise, and in the event of a sale of the Company and/or Block or any business combination or transaction

that results in the transfer of all or substantially all of the assets or business of the Company and/or Block, the Company and/or Block

will cause the transferee to assume the obligations of the Company and/or Block under this Agreement.

 

(g)           Withholding

Taxes . From any payments due hereunder to you from the Company, there will be withheld amounts required to satisfy liabilities for

federal, state, and local taxes and withholdings. In addition, the Company agrees that except as would violate applicable securities law

or any Company policy, any required tax withholding obligations on your equity compensation awards in respect of shares of Block common

stock (“ Shares ”) may be satisfied by reducing the number of Shares otherwise payable under such award by an amount

of such Shares having a fair market value equal to the amount of such tax withholding obligations.

 

(h)           Indemnification .

To the fullest extent permitted by law and Block’s current Bylaws or any right thereunder, the Company and Block hereby indemnify

and hold you harmless, during and after the period of your employment hereunder, from and against all loss, costs, damages, and expenses

including, without limitation, legal expenses of counsel selected by the Company to represent your interests (which expenses the Company

will, to the extent so permitted, advance to you as the same are incurred), arising out of or in connection with the fact that you are

or were a director, officer, attorney, employee or agent of the Company or Block or serving in such capacity for another corporation at

the request of the Company or Block, or as a fiduciary of any benefit plan of any of the foregoing. You also shall have the right under

the foregoing circumstances to decline the counsel selected by the Company to represent your interests and to select your own counsel

or to have your own counsel as co-counsel to the counsel selected by the Company, but the fees incurred with respect to your own counsel

will be at your own expense; provided , however, that if it is reasonably likely that there may be a conflict of interest with the

Company or Block, then the Company shall pay or reimburse any of the fees, expenses or other costs incurred by you in respect of your

own counsel. Subject to the foregoing, the indemnification provided in this Section 7(h) will not apply to any loss, costs,

damages, and expenses arising out of or relating in any way to your employment by any former employer or the termination of any such employment.

 

12

 

 

(i)            D&O

Insurance . The Company and Block shall cover you under directors and officers liability insurance both during and, while potential

liability exists, during and after the Term on the most favorable terms as provided to any current or former director or executive officer

of the Company or Block.

 

(j)            Legal

Expenses . The Company will directly pay your legal fees and expenses incurred in connection with preparation of this Agreement not

to exceed $20,000 within 30 days after receipt of an invoice. In the event of any dispute with the Company under this Agreement, your

legal fees and expenses will be paid by the Company if you prevail on any material issue in the dispute.

 

(k)           No

Duty to Mitigate . You shall have no duty to attempt to mitigate the level of benefits payable by the Company to you hereunder and

the Company shall not be entitled to set off against the amounts payable hereunder any amounts received by you from any other source,

including any subsequent employer. The Company shall be permitted to offset any amount that you owe the Company against any amounts due

to you by Block, the Company, or their Affiliates under this Agreement;  provided  that, any such set-off shall not be

permitted (i) except as to any amounts acknowledged by you or a final court judgment that such amounts are due from you to Block,

the Company or such Affiliates, or (ii) against any non-qualified deferred compensation under Section 409A, as defined in Section 7(p).

 

(l)           Mutual

Nondisparagement .

 

(1)           During

the Term and for two years thereafter, you agree not to, with intent to damage, disparage or encourage or induce others to disparage any

of the Block Companies or its officers or directors as of the date of termination of your employment (the “ Company Parties ”).

For purposes of this 7(l)(1), the term “disparage” includes, without limitation, comments or statements to the press, to the

employees of the Block Companies or to any individual or entity with whom a Block Company has a business relationship (including, without

limitation, any vendor, supplier, customer or distributor), or any public statement, that in each case is intended to, or can be reasonably

expected to, damage any of the Company Parties in more than a  de minimis  manner. Notwithstanding the foregoing, nothing

in this Section 7(l)(1) shall prevent you from (i) making any truthful statement to the extent, but only to the extent

(A) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the

enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required

by law, legal process or by any court, arbitrator, mediator, or administrative or legislative body (including any committee thereof) with

apparent jurisdiction over you, (ii) making normal competitive statements during any period after the termination of your employment,

(iii) making any statements in the good faith performance of your duties to Company, and (iv) rebutting any statements made

by Block, the Company, or their Affiliates or their respective officers, directors, employees or other service providers.

 

(2)           During

the Term and for two years thereafter, the Company agrees that none of the Block Companies nor its officers or directors shall, with intent

to damage, disparage or encourage or induce others to disparage you;  provided  that, the foregoing shall not apply to:

(i) truthful statements to the extent, but only to the extent (A) necessary with respect to any litigation, arbitration or mediation

involving this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place or (B) required by

law, legal process or by any court, arbitrator or mediator or legislative body (including the committee thereof) with apparent jurisdiction

over the Block Company or the applicable officer or director; (ii) normal competitive statements during any period after the termination

of your employment, or (iii) rebuttals of any statements made by you. For purposes of this Section 7(l)(2), the term “disparage”

includes, without limitation, comments or statements to the press or to any individual or entity with whom you have a business relationship,

or any public statement, that in each case is intended to, or can be reasonably expected to, damage you in connection with your then current

or future employment or business relationships.

 

13

 

 

(m)          Clawback .

If Block is required to restate its financial results for any fiscal year while you are CEO or Strategic Advisor due to material noncompliance

with financial reporting requirements under United States federal securities laws as a result of misconduct or error (as determined in

good faith by the Audit Committee or by the full Board), Block may (but shall not be required to), in the good faith discretion of the

Compensation Committee, take action to recoup from you all or any portion of any performance-based or other incentive-based compensation,

and profits realized from the sale of Shares (each such amounts shall be referred to as an “ Award ”) received as equity

compensation by you, the amount of which had been determined in whole or in part upon performance goals relating to the restated financial

results, or upon the Fair Market Value of Shares, regardless of whether you engaged in any misconduct or were at fault or responsible

in any way for causing the need for the restatement. In such an event, the Company, Block or any Affiliate shall be entitled to recoup

up to the amount, if any, by which the Award, or the Fair Market Value of the Shares, actually received by you exceeded the payment or

Fair Market Value, as applicable, that would have been received based on the restated financial results, and any profits from the sale

of Shares transferred pursuant to an Award in excess of the profits that would have been received based on the restated financial results.

The Company’s, Block’s and each Affiliate’s right of recoupment shall apply only if demand for recoupment is made not

later than three years following the payment of the applicable Award. Any recoupment shall be made net of any taxes you paid (to the extent

such taxes may not be reasonably recovered by you) on the compensation subject to recoupment. You acknowledge that you are aware of the

provision of Section 304 of the Sarbanes-Oxley Act of 2002 and the right of the United States Securities and Exchange Commission

with respect thereto. For purposes of this paragraph 7(m), “ Fair Market Value ” means, as of any given date, (i) if

the Shares are listed on the New York Stock Exchange (or another U.S. national securities exchange), the closing price on the date at

issue, or if there is no closing price on such date, the closing price on the last preceding day for which there was a closing price;

or (ii) if the Shares are not listed on the New York Stock Exchange (or another U.S. national securities exchange), a value determined

by the reasonable application of a reasonable valuation method as determined by the Compensation Committee in accordance with Section 409A

of the Internal Revenue Code of 1986, as amended (the “ Code ”). To the extent future laws or applicable stock exchange

listing standards require more expansive clawback provisions, such provisions shall be automatically incorporated into this Agreement

and, to the extent more onerous, be deemed to supersede the current provisions of this Section 7(m). You agree that you will also

be subject to any claw-back policy that is adopted by the Board in consultation with you that is applicable to officers of the Company

and Block.

 

(n)           Notices .

All notices required or desired to be given hereunder must be in writing and will be deemed served and delivered if delivered in person

or mailed, postage prepaid to you at: your address then on file with the Company’s payroll department and to the Company at: HRB

Professional Resources LLC, c/o H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, Attn: Corporate Secretary;

or to such other address and/or person designated by either party in writing to the other party. Any notice given by mail will be deemed

given as of the date it is so mailed and postmarked or received by a nationally recognized overnight courier for delivery.

 

(o)           Counterparts .

This Agreement may be signed in counterparts and delivered by facsimile transmission confirmed promptly thereafter by actual delivery

of executed counterparts.

 

14

 

 

(p)           Section 409A .

It is intended that this Agreement will comply with, or be exempt from, Section 409A of the Code and any regulations and guidelines

promulgated thereunder (collectively, “ Section 409A ”), to the extent the Agreement is subject thereto, and the

Agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to the contrary in this Agreement,

if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h))

with the Company to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard

to any payment or benefit that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation

from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account

any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the

expiration of the six month period measured from the date of your “separation from service,” or (ii) the date of your

death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to

this Section 7(p) (whether they would have otherwise been payable in a single sum or in installments in the absence of such

delay) shall be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this Agreement shall be paid

or provided in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of this Agreement to

the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a

termination of employment that are considered deferred compensation under Section 409A, references to your “termination of

employment” (and corollary terms) with the Company shall be construed to refer to your “separation from service” (within

the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company. With respect to any reimbursement or in-kind benefit arrangements

of the Company and its Affiliates that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted

by Section 409A, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits

provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to

be provided, under such arrangement in any other calendar year (provided, that, this clause (i) shall not be violated with regard

to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject

to a limit related to the period the arrangement is in effect), (ii) any reimbursement must be made on or before the last day of

the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind

benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this Agreement are to be made in installments,

each such installment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement

specifies a payment period with reference to a number of days (e.g., “payment shall be made within 30 days following the date of

termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

 

(q)           Section 280G

“Best-net Approach .” In the event that a Change in Control or other transaction occurs and it is determined that any payment,

award, benefit or distribution (including, without limitation, the acceleration of any payment, award, distribution or benefit), by Block

or an acquirer of any of the Block Companies, to or for your benefit (whether pursuant to the terms of this Agreement or otherwise, but

determined without regard to any additional payments required under this Section) (a “ Payment ”) would be subject to

the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local excise tax law, or any interest

or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, are

hereinafter collectively referred to as the “ Excise Tax ”), then the Company shall pay or provide to you the greatest

of the following, whichever gives you the greatest net after-tax amount (after taking into account federal, state, local and payroll taxes

at your actual marginal rates and the Excise Tax): (1) all of the Payments or (2) Payments not in excess of the greatest amount

of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code. The Payments

to be reduced hereunder, if any, will be determined in a manner which has the least economic cost to you and, to the extent the economic

cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to you until the reduction specified

herein is achieved. All determinations required to be made under this Section 7(q) shall be made by a certified public accounting

firm or executive compensation consulting firm, in either case of national standing (a “ Qualified Firm ”) as mutually

agreed to by the Company and you (or, if the Company and you cannot reach such mutual agreement, each shall select a Qualified Firm and

such Qualified Firms shall mutually select a third Qualified Firm) and such selected Qualified Firm shall provide detailed supporting

calculations both to the Company and you within 15 business days of the receipt of notice from you that there has been a Payment, or such

earlier time as is requested by the Company or you. All fees and expenses of the Qualified Firms (and the third Qualified Firm if one

is required to be selected) shall be borne solely by the Company. Any determination by the Qualified Firm shall be binding upon the Company

and you, subject to any adjustments required by the Internal Revenue Service. You shall cooperate, to the extent your reasonable out-of-pocket

expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the

Internal Revenue Service in connection with the Excise Tax.

 

15

 

 

(r)            Arbitration .

The parties hereto may attempt to resolve any dispute hereunder informally via mediation or other means. Otherwise, except where seeking

injunctive relief compelling specific performance as provided in Section 7(e) or in the case of claims that cannot be subject

to mandatory arbitration as a matter of law, any controversy or claim arising out of or relating to this Agreement, or any breach thereof,

will be adjudicated only by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association,

and judgment upon such award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will

be held in Kansas City, Missouri, or such other place as may be agreed upon at the time by the parties to the arbitration. Each party

shall bear its own fees and expenses in connection with any such arbitration;  provided  that, in the event you prevail

on any material issue in such dispute, the arbitrator(s) shall, in their award, require the Company and Block to pay the costs of

arbitration, which will include your reasonable attorneys’ fees and expenses, as well as the arbitrator’s fees and expenses,

to you.

 

(s)            Choice

of Law . This Agreement will be governed by, construed or enforced in accordance with the Laws of the State of Missouri, excluding

any conflicts or law, rule or principle that might otherwise refer to the substantive law of another jurisdiction.

 

(t)            Survival .

Upon the expiration or other termination of this Agreement or your termination of employment, the respective rights and obligations of

the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement, including without

limitation, Sections 5, 6 and 7.

 

[ Signature Page Follows ]

 

16

 

 

Very Truly Yours,
 

 
 

HRB Professional Resources LLC
 

 
 

/s/ Tiffany Monroe
 

Name: Tiffany S. Monroe
 

Title: Chief People & Culture Officer
 

 
 

 
 

H&R Block, Inc.
 

 
 

/s/ Tiffany Monroe
 

Name: Tiffany S. Monroe
 

Title: Chief People & Culture Officer
 

 

BY SIGNING THIS AGREEMENT, I HEREBY CERTIFY

THAT I (A) HAVE RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY BEFORE SIGNING IT, (B) HAVE READ THIS AGREEMENT CAREFULLY

BEFORE SIGNING IT, (C) HAVE HAD SUFFICIENT OPPORTUNITY TO REVIEW THE AGREEMENT WITH ANY ADVISOR I DESIRED TO CONSULT, INCLUDING

LEGAL COUNSEL, (D) HAVE HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING IT TO ASK ANY QUESTIONS ABOUT THIS AGREEMENT AND HAVE RECEIVED

SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS, AND (E) UNDERSTAND MY RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

 

Accepted and agreed to:
 

 
 

/s/ Jeff Jones
 

Jeffrey J. Jones II
 

 

17

 

 

EXHIBIT A

 

SEVERANCE AND RELEASE AGREEMENT

 

Jeffrey

J. Jones II  (“ Employee ”) and HRB Professional Resources LLC, (the “ Company ”),

on behalf of itself and its parents, subsidiaries, affiliates, and assigns, including H&R Block, Inc. (“ Block ,”

and collectively the “ Company Parties ”) enter into this Severance and Release Agreement (“ Release Agreement ”)

under the terms and conditions recited below.

 

I. Recitations

 

A.              

Employee has been employed as President and Chief Executive Officer and Strategic Advisor of Block pursuant to the Transition

and Strategic Advisor Agreement by and among Employee, the Company and Block, dated August [ · ],

2025 (the “ Agreement ”). Capitalized terms not otherwise defined in this Release Agreement shall have the meaning provided

in the Agreement.

 

B.             Employee’s

employment will end on [TERM DATE] (the “ Termination Date ”). Employee and the Company wish to enter into a full

and final settlement of all issues and matters that exist between Employee and the Company Parties, which include, but are not limited

to, any issues and matters that may have arisen out of Employee’s employment with or separation from Company.

 

C.             Employee

specifically acknowledges that Company has advised him to seek his own personal legal counsel prior to signing this Release Agreement.

 

D.             In

exchange for the mutual promises of Employee and the Company set forth in this Release Agreement, Employee and the Company agree to the

terms and conditions set forth below.

 

II. Basic Terms of the Release Agreement

 

A.            Following

the Company’s receipt of a fully executed copy of this Release Agreement, and provided that Employee does not revoke this Release

Agreement as permitted in paragraph III(A) below, in addition to the Accrued Obligations and the Other Benefits which shall be provided

to Employee under the terms of the Agreement, the Company agrees to provide Employee with the following payments and benefits, in all

cases, subject to appropriate tax withholdings:

 

1.      [ Severance

Payment . The Company will pay Employee a lump sum payment on [ · ] 1 ,

in the amount of $[insert amount], which amount is equal to the sum of (i) two times Employee’s Base Salary plus (ii) two

times Employee’s target bonus opportunity as provided in Section 3(b) of the Agreement].

 

2.     [ COBRA

Subsidy.  For 24 months following the Termination Date, the Company shall pay Employee each month an amount equal to the monthly

premium (both the employer and employee portions) for COBRA continuation coverage under the Company’s health, dental and vision

plans, which payment shall be paid in advance on the first payroll day of each month during such 24 month period, commencing with the

month immediately following the Termination Date;  provided , however, that the first such payment shall be made on the 60th

day after the Termination Date, and will include payment of any amounts that were otherwise due prior thereto].

 

 

1 

NTD: Insert 60th day following the Termination Date.

 

18

 

 

3.      [ Short-Term

Incentive Payments . The Company will pay Employee (i) any annual bonus earned with respect to a fiscal year ending prior to the

Termination Date but unpaid as of the Termination Date, payable at the same time in the year of termination as such payment would be made

if Employee continued to be employed by the Company, and (ii) any annual bonus related to the fiscal year in which the Termination

Date occurs calculated based on [actual performance (including any personal goals) through the end of the applicable fiscal year] [Employee’s

target bonus opportunity] and prorated for the number of days of Employees employment in the fiscal year in which the termination occurs,

payable in a single lump sum at the same time as such payment would be made if Employee continued to be employed by the Company].

 

4.      [ Equity-Based

Awards . Any awards granted to Employee under the Company’s 2018 Long Term Incentive Plan, as the same may be amended or replaced

from time to time (each, an “ Equity Plan ”) shall vest and, if applicable, remain exercisable, as provided in the applicable

award agreement. A list of Employee’s outstanding awards under the Equity Plan as of the Termination Date (i) that shall vest

and/or remaining outstanding following the Termination Date pursuant to its terms is attached as Exhibit A and (ii) that shall

be forfeited on the Termination Date is attached as Exhibit B].

 

B.             Employee,

and as applicable, the Company, agree to the following:

 

1.       Release

of Claims . Employee agrees to and hereby does release and forever discharge each of the Company Parties, and each and every one of

their component, predecessor and successor companies, and their respective past and present agents, officers, executives, employees, attorneys,

and directors (collectively the “ Released Parties ”) from any and all matters, claims, charges, demands, damages, causes

of action, debts, liabilities, controversies, claims for attorneys’ fees, judgments, and suits of every kind and nature whatsoever,

foreseen or unforeseen, known or unknown, which have arisen between Employee and the Released Parties up to the date Employee signs this

Release Agreement, all as more fully set forth in paragraphs IV(A) through (E) below.

 

2.       Legal

Hold .  To the extent Employee has received a Preservation Notice/Legal Hold from the Legal Department, Employee shall take all

necessary steps to preserve information related in any way to the Preservation Notice/Legal Hold in its original format and location and

will not modify, delete or destroy such information.  Employee will notify the Legal Department of the nature and location of any

and all such information.

 

3.       Restrictive

Covenants . Employee represents and warrants that Employee has complied with and agrees to continue to comply and abide with Employee’s

ongoing obligations under Sections 5 and 6 of the Agreement, which are incorporated into this Release Agreement by reference.

 

4.       Non-disparagement .

Employee and the Company agree that they will continue to comply and abide with their respective non-disparagement obligations under Section 7(l)(1) and

(2) of the Agreement.

 

5.       Resignation .

Employee agrees that, upon the Termination Date, he   will resign from all offices, directorships, trusteeships, committee memberships,

and fiduciary capacities held with, or on behalf of, the Company Parties, and any benefit plans of the Company Parties. Employee will

execute the resignations attached as Exhibit C contemporaneously with   his execution of this Release Agreement and agrees

to reasonably cooperate with the Company to execute any additional resignations that the Company may determine to be required upon its

further review of applicable requirements to which it is subject.

 

19

 

 

III. Acknowledgements and Additional Terms

 

A.             Consideration/Revocation

Period . Employee shall have twenty-one (21) days following his receipt of this Release Agreement to consider whether or not to sign

this Release Agreement. Employee acknowledges that he may revoke his acceptance of the terms and conditions of this Release Agreement

at any time within seven (7) calendar days after the day on which he originally returned his signed copy of the Release Agreement

to the Company. Such revocation, to be effective, must be delivered by written notice, in a manner so the notice is received on or before

the seventh (7th) day by: General Counsel, H&R Block, Inc., One H&R Block Way, Kansas City, MO 64105. In the event Employee

does not return an executed copy of this Release Agreement to the Company within the twenty-one (21) day period, or Employee revokes his

acceptance of the terms and conditions of this Release Agreement within the seven (7) day period following his execution of this

Release Agreement, Employee will not be entitled to any of the payments or benefits provided under paragraph II(A), other than the Accrued

Obligations and the Other Benefits.

 

B.              Opportunity

to Consult Personal Attorney . Employee acknowledges that the Company has advised him to seek his own legal counsel prior to signing

this Release Agreement and that he has consulted or has had the opportunity to consult with his personal attorney prior to executing this

Release Agreement.

 

C.              No

Admission of Liability . Employee and the Company agree that nothing in this Release Agreement is an admission by either of any wrongdoing,

and that nothing in this Release Agreement is to be construed as such by anyone.

 

D.              Consideration .

Employee agrees that provision of the payments and benefits set forth in paragraph II(A) constitute payments and benefits to which

Employee is not otherwise entitled and constitutes valuable consideration for the promises and representations made by Employee in this

Release Agreement.

 

E.              Choice

of Law . All disputes which arise out of the interpretation and enforcement of this Release Agreement shall be governed by the laws

of the State of Missouri without giving effect to its choice of law provisions.

 

F.              Entire

Agreement . This Release Agreement, including Exhibits A through C attached hereto, constitutes the entire agreement between the parties

related to the subject matters set forth in this Release Agreement; provided that, this Release Agreement shall not be deemed to supersede

any provision of the Agreement or any award agreement that is intended by the terms of the applicable agreement to survive the Termination

Date. The parties acknowledge the terms of this Release Agreement can only be changed by a written amendment to the Release Agreement

signed by both parties.

 

G.              No

Reliance . The parties have not relied on any representations, promises, or agreements of any kind made to them in connection with

this Release Agreement, except for those set forth in writing in this Release Agreement or in the Agreement.

 

H.              Separate

Signatures . Separate copies of this Release Agreement shall constitute originals which may be signed separately but which together

will constitute one single agreement.

 

I.               Effective

Date . This Release Agreement becomes effective and binding on the eighth calendar day following Employee’s execution of the

Release Agreement pursuant to paragraph III(A).

 

J.               Severability .

If any provision of this Release Agreement is held to be invalid, the remaining provisions shall remain in full force and effect.

 

20

 

 

K.             Continuing

Obligations . Any continuing obligations Employee has after separation of employment pursuant to the Agreement and any other written

agreement with a Company Party or by operation of law are intended to survive this Release Agreement. The terms of this Release Agreement

add to any such obligations and are not intended to otherwise modify them in any way.

 

L.              Compensation, Injuries,

Leave, Ethics . Employee acknowledges that: (1) upon receipt of a final paycheck, Employee has received all compensation due through

the Termination Date as a result of services performed for the Company, except as otherwise provided in this Agreement; (2) Employee

has reported to the Company any and all work-related injuries incurred during employment; (3) the Company properly provided any requested

leave of absence because of Employee’s or a family member’s health condition and Employee has not been subjected to any improper

treatment, conduct or actions due to a request for or taking such leave; and (4) Employee has provided the Company with written notice

of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company.

 

M.            409A

Representations . The Company has made a good faith effort to comply with current guidance under Section 409A of the Internal

Revenue Code. Notwithstanding the foregoing or any provision in this Agreement to the contrary, Company does not warrant or promise compliance

with Section 409A, and Employee understands and agrees that he   shall not have any claim against the Company with respect

to Section 409A or for any good faith effort taken to comply with Section 409A.

 

IV. Release

 

A.           In

consideration of the recitations and agreements listed above, Employee releases, and forever discharges the Released Parties from any

and all matters, claims, charges, demands, damages, causes of action, debts, liabilities, controversies, claims for attorneys’ fees,

judgments, and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen between Employee

and the Released Parties up to the date Employee signs this Release Agreement.

 

B.           This

release of claims includes, but is not limited to: (1) any claims Employee may have relating to any aspect of his employment with

the Released Parties and/or the separation of that employment; (2) any breach of an actual or implied contract of employment between

Employee and the Released Parties; (3) any claim of unjust or tortious discharge; (4) any common law claim (including but not

limited to fraud, negligence, intentional or negligent infliction of emotional distress, negligent hiring/retention/supervision, or defamation);

(5) any claims arising under (i) the Civil Rights Act of 1866, 42 U.S.C. § 1981, (ii) the Civil Rights Act of 1964,

42 U.S.C. §§ 2000e, et seq., as amended by the Civil Rights Act of 1991, (iii) the Age Discrimination in Employment Act

(the “ ADEA ”), 29 U.S.C. §§ 621, et seq. (including but not limited to the Older Worker Benefit Protection

Act (the “ OWBPA ”)), (iv) the Employee Retirement Income Security Act, 29 U.S.C. §§ 1001, et seq., (v) the

Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq., (vi) the American with Disabilities Act, 42 U.S.C. §§

12101, et seq., (vii) the Occupational Safety and Health Act, 29 U.S.C. §§ 651, et. seq., and (viii) the Worker Adjustment

and Retraining Notification Act, 29 U.S.C. §§ 2101, et seq.; (6) any applicable state or local employment discrimination

statute or ordinance; and (7) any other federal, state, or local statutes or ordinances.

 

C.            Employee

represents and warrants that, as of the date Employee signs this Release Agreement, he has not filed or commenced any suit, claim, charge,

complaint, or other legal proceeding of any kind against the Released Parties.

 

D.            The

above release does not waive claims: (1) for unemployment or workers’ compensation; (2) for Accrued Obligations, Other

Benefits and other vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Release Agreement;

(3) that may arise after Employee signs this Release Agreement; (4) to any right of indemnification as provided by, and in accordance

with the terms of, the Agreement, the Company’s by-laws or a Company insurance policy providing such coverage, as any of such may

be amended from time to time; or (5) which cannot be released by private agreement.

 

21

 

 

E.             Employee

agrees he waives any right to participate in any settlement, verdict or judgment in any class, collective or multi-party action against

the Released Parties arising from conduct occurring on or before the date Employee signs this Release Agreement, and that he waives any

right to accept anything of value or any injunctive relief associated with any such pending or threatened class action against the Released

Parties.

 

V. No Interference with Rights

 

Nothing in this Release

Agreement or the Agreement, including but not limited to, the release of claims, confidential information, return of property, non-solicitation

of employees, non-solicitation of customers, non-competition, non-disparagement, availability/cooperation, agreement to arbitrate and

acknowledgement provisions, (1) limits or affects Employee’s right to challenge the validity of this Release Agreement under

the ADEA or the OWBPA; (2) prevents Employee from filing a charge or complaint with or from participating in an investigation or

proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission,

or any other any federal, state or local agency charged with the enforcement of any laws, including providing documents or other information;

or (3) prevents Employee from exercising rights under Section 7 of the National Labor Relations Act to engage in joint activity

with other employees, although by signing this release Employee is waiving rights to individual relief (including backpay, front pay,

reinstatement or other legal or equitable relief) in any charge, complaint, lawsuit, or other proceeding brought by Employee or on Employee’s

behalf by any third-party, except for any right Employee may have to receive a payment from a government agency (and not the Company)

for information provided to the government agency or where otherwise prohibited. Notwithstanding Employee’s confidentiality and

non-disclosure obligations in this Release Agreement and otherwise, Employee understands that as provided by the Federal Defend Trade

Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of

a trade secret made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an

attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other

document filed in a lawsuit or other proceeding, if such filing is made under seal.

 

THIS IS A RELEASE OF CLAIMS - READ CAREFULLY

BEFORE SIGNING

 

I have read this Severance and Release Agreement.

Company advised me to seek the advice of counsel regarding the meaning and effect of this Release Agreement, and I have had the opportunity

to do so. I fully understand the terms of this Release Agreement and I understand it is a complete and final release of any of my claims

against the Released Parties (as defined in this Release Agreement). I sign the Release Agreement as my own free act and deed.

 

[ Signature Page Follows ]

 

22

 

 

Jeffery J. Jones II
 

 
 

 
 

Date:
 
 

 
 

HRB Professional Resources LLC
 

 
 

 
 

 
 

By:
 
 

 
 
 

Title:
 
 

 
 
 

Date:
 
 

 

23

 

 

EXHIBIT A

 

EQUITY-BASED AWARD VESTING AND CONTINUATION

SUMMARY

 

24

 

 

EXHIBIT B

 

EQUITY-BASED AWARD FORFEITURE SUMMARY

 

25

 

 

EXHIBIT C

 

RESIGNATION

 

To Whom It May Concern:

 

Effective  [INSERT DATE] , I hereby resign from the

following officer and director positions:

 

Entity Name
Title

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 

 

 
 

Jeffrey J. Jones II
 

 
 

 
 

Dated:
 
 

 
 
 

 

26

Exhibit 10.2

 

 

 

August

9, 2025

 

Mr. Curtis Cambell

c/o H&R Block, Inc.

One H&R Block Way

Kansas City, Missouri 64105

 

Dear Curtis:

 

On behalf of HRB Professional Resources LLC,

a Delaware limited liability company (“ HRB ”), and H&R Block, Inc., a Missouri corporation and the indirect

parent corporation of HRB (“ Block ” and collectively with HRB, the “ Company ”) I am pleased to offer

you the position of President and Chief Executive Officer of H&R Block, commencing on January 1, 2026 (the “ Effective Date ”).

Until the Effective Date, you will continue to serve in your current position as President, Global Consumer Tax & Chief Product Officer.

 

Your Position

 

Commencing on the Effective Date, you shall serve

as President and Chief Executive Officer of Block (a public company), or any ultimate parent entity and you shall have the status of the

highest-ranking executive officer of Block or any ultimate parent entity. You will report solely and exclusively to the Board of Directors

of Block (or any ultimate parent entity) (the “ Board ”). For a transition period beginning on the Effective Date, the

former President and Chief Executive Officer of Block will serve as a Strategic Advisor and provide high-level counsel as needed through

September 2, 2026.

 

As of the Effective Date and at all times while

serving as President and Chief Executive Officer, the Board will nominate you for election (and re-election) as a member of the Board;  provided  that,

the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.

 

Your Pay

 

Base

salary. On the Effective Date, your annual base salary will be increased to $995,000 and may continue to be increased periodically

based on your personal performance and/or overall Company results.

 

Annual

Bonus (Short-Term Incentive). Subject to the terms of the H&R Block Executive Performance Plan, as the same may be

amended or replaced from time to time (the “ Executive Performance Plan ”), your short-term incentive pay target will

increase from 95% to 125% of your base salary as of the Effective Date (with a maximum bonus equal to 200% of the target bonus and a threshold

level established by the Compensation Committee of the Board (the “ Compensation Committee ”). Accordingly, for the entire

fiscal year 2026, your short-term incentive pay target will be 110% of your average base salary during fiscal year 2026, and 125% of your

base salary in respect of fiscal years thereafter.

 

1

 

 

Equity

Grant (Long-Term Incentive). You will continue to participate in Block’s long-term incentive plan for each fiscal

year during your employment as determined by the Compensation Committee. On or within five days following the Effective Date, you will

receive an off-cycle, one-time, promotion long-term incentive award having a target date grant fair value of $2,150,000, which award will

reflect an annualized $6,000,000 long-term incentive award, adjusted and prorated to take into account both (i) the long-term incentive

award you will receive on or about August 31, 2025, in your current position and (ii) you starting your position as President and Chief

Executive Officer on the Effective Date, which is six months into fiscal year 2026.

 

Use

of Company Aircraft. Beginning on the Effective Date, you will be granted access to Company aircraft for personal use,

subject to a 30-hour per fiscal year limit (and a pro-rated 15-hour limit for the period between the Effective Date and end of the 2026

fiscal year).

 

Severance

Benefits. In the event of a termination of your employment with the Company after the Effective Date, either by the Company

without “Cause” or by you with “Good Reason” (within the meanings ascribed to such terms in Block’s Executive

Severance Plan in effective on the date hereof), you will be entitled to receive: (i) payment of your accrued and unpaid base salary and

accrued and unused vacation days as of the date of termination; (ii) any annual bonus earned with respect to a fiscal year ending prior

to the date of termination but unpaid as of such date; (iii) a lump sum payment equal to the sum of two times your base salary plus two

times your short-term incentive pay target; (iv) periodic payments equal to the monthly premium for COBRA continuation coverage under

the Company’s health, dental and vision plans for up to 24 months after the date of your termination; (v) any annual bonus related

to the fiscal year in which the termination occurs, calculated based on actual performance and prorated for the number of days of your

employment in the fiscal year in which the termination occurs; and (vi) any other amounts or benefits due to you in accordance with the

Company’s benefit, equity or fringe benefit plans, programs or policies. On or after the Effective Date, the severance benefits

described in the preceding sentence will replace and be paid in lieu of any severance benefits for which you are currently eligible under

Block’s Executive Severance Plan.

 

The Company’s obligation to make

any of the severance payments provided immediately above is contingent upon your execution and delivery to the Company of a Release in

favor of the Company substantially in the form attached as Exhibit A to Block’s Executive Severance Plan (the “ Release ”).

Such Release shall be executed and delivered (and no longer subject to revocation) within 60 days following your termination.

 

Other

Employee Benefits . You will continue to be eligible to participate in all of the Company’s employee benefit plan,

programs and policies offered by the Company to its other named executive officers, in accordance with their terms and subject to their

exclusions and limitations, as the same may be amended or terminated from time to time.

 

Your Duties, Authorities, and Responsibilities


 

General .

Commencing on the Effective Date you shall have all of the duties, authorities and responsibilities customarily performed by the chief

executive officer of a publicly-traded United States-based company of similar size registered with the SEC and listed for trading on a

national securities exchange and such other duties, authorities and responsibilities as the Board designates from time to time that are

not inconsistent with your position.

 

2

 

 

Non-Business

Time . While employed you agree to devote substantially all of your business time and attention (excepting vacation time,

holidays, sick days and periods of disability) to the good faith performance of your duties hereunder;  provided  that,

the foregoing shall not prevent you from (i) with prior Board approval, which will not be unreasonably withheld or delayed, serving on

the boards of directors of non-profit organizations, (ii) with prior Board approval, and consistent with the H&R Block, Inc. Corporate

Governance Guidelines which will not be unreasonably withheld or delayed, serving on the board of directors of, or consulting for, one

for-profit entity, (iii) participating in charitable, civic, educational, professional, community or industry affairs, including, without

limitation, delivering lectures, presentations, and reports and fulfilling speaking engagements, and (iv) managing your and your family’s

personal investments (whether or not passive in nature), so long as such activities described in clauses (i), (ii), (iii) and (iv) do

not materially interfere or conflict with the performance of your duties and responsibilities hereunder and do not materially violate

the other provisions of either this Agreement or the H&R Block, Inc. Code of Business Ethics and Conduct.

 

Relocation.

Since your location of employment will be the principal executive office of the Company in Kansas City, Missouri, you will

be required to relocate your principal residence and your principal office to the Kansas City metropolitan area and Block’s world

headquarters, respectively as soon as practicable but no later than December 31, 2026. To assist you with your relocation to the greater

Kansas City metropolitan area, the Company will provide you with relocation assistance in accordance with the Company's U.S. Domestic

Executive Relocation Policy (a copy of which will be made available to you).

 

Company

Policies and Governmental Regulation. You will be expected to continue to abide by all individual covenants that you are

currently subject to in your position as an executive officer of Block. You will make reasonable efforts to comply in all material respects

with all reasonable policies of the Company as are from time to time in effect and applicable to your position. You understand that the

business of the Company, and/or any other direct or indirect subsidiary of Block (each such other subsidiary, an “ Affiliate ”)

may be subject to governmental regulation, some of which may require you to submit to background investigation as a condition of Block’s

and/or an Affiliate’s participation in certain activities subject to such regulation.

 

Transition Until Effective Date

 

Subject to the terms of this offer letter, until

the Effective Date, there will not be any change in your employment with the Company, your pay and benefits, or your obligations and duties.

For example and without limitation, you will continue to be eligible for (i) a normal annual base salary increase expected to occur later

this year, (ii) payment under the Company’s Executive Performance Plan for its fiscal year ending in 2025, (iii) a grant under the

Company’s Executive Performance Plan for the Company’s fiscal year ending in 2026, and (iv) annual equity award grants under

the Company’s long-term incentive plan (expected to occur on August 31, 2025).

 

Miscellaneous

 

Your employment with the Company is for no specified

period and constitutes at-will employment. Accordingly, you may terminate your employment with the Company at any time and the Company

may terminate your employment at any time, with or without advance notice.

 

The Company will directly pay your legal fees

and expenses incurred in connection with the preparation of this Agreement not to exceed $20,000, to be paid to legal counsel within 30

days after receipt of an invoice.

 

Please

sign below and return this letter to me no later than the end of the day on August [●], 2025, to indicate your agreement

with its terms.

 

3

 

 

On behalf of the Board of Directors, we are excited

to offer you the opportunity to lead H&R Block as our next Chief Executive Officer.

 

Very truly yours,

 

/s/

Richard A. Johnson
 

Richard A. Johnson
 

Chair of the Board of Directors
 

 
 

 
 

ACCEPTED AND AGREED TO this 9th day of August,

2025
 

 

/s/ Curtis Campbell
 

Curtis Campbell
 

 

4

Exhibit 99.1 

 

 

 

H&R Block, Inc. Announces Leadership Succession Plan

 

· Jeffrey

J. Jones II to Retire After Eight Years; Will Remain Strategic Advisor

     

· Curtis

Campbell, President of Global Consumer Tax and Chief Product Officer at Block, Named CEO-Elect

     

· Appointment

Comes After Rigorous Succession Planning Process

 

KANSAS

CITY, Mo., August 11, 2025 – H&R Block, Inc. (NYSE: HRB) announced today that Jeffrey J. Jones II has informed the

Board of Directors of his intention to retire as President and CEO of H&R Block on December 31, 2025, and will remain on the Board

until such time. He will continue as a Strategic Advisor at the Company through September 2026. He will be succeeded by Curtis Campbell,

currently Block’s President of Global Consumer Tax and Chief Product Officer, starting January 1, 2026.

 

Since becoming CEO of Block in 2017, Jones has spearheaded innovation

to address changing consumer needs. The introduction of Upfront Transparent Pricing, as well as efforts under the Block Horizons strategy

with a focus on Small Business Services, Spruce mobile banking, and the omnichannel tax experience, including AI Tax Assist, have helped

to drive growth and relevance of the Block brand. In addition, under Jones’ leadership, the Company increased its quarterly dividend

by 70% and repurchased approximately 40% of its shares outstanding, returning over $4.0 billion in capital to shareholders.  During

his tenure, the Company’s stock price increased 123% and its market capitalization has grown from $5.5 billion to $7.4 billion.

 

“On behalf of the Board, I’d like to thank Jeff for his

leadership in modernizing the Company’s culture and offerings and creating significant shareholder value over the last eight years,”

said Board Chair Richard A. Johnson. “There’s no question he leaves the Company well-positioned for the future.”

 

“Leading H&R Block over the last eight years has been the

honor of a lifetime,” said Jones. “With bold bets to drive growth, the creation of an extraordinary culture and more recently

by embracing the potential of AI to augment the human help for which we are known, we have elevated the brand’s relevance and created

significant shareholder value.” 

 

Beyond his customer-focused initiatives, Jones launched highly successful

community impact programs including Make Every Block Better, Fund Her Future, and A Fair Shot, all of which have bolstered the Company’s

commitment to building connections among neighbors and supporting small business owners. Jones indicated that he is proud of the Company’s

high-performing connected culture and record-high associate engagement, which has led to Block’s regular recognition on lists of

best places to work and was featured in the 2024 Harvard Business School case study:  “ Driving Transformation - Jeff Jones

at H&R Block ”.

 

 

 

 

 

 

Campbell’s selection follows a comprehensive succession-planning

process. His appointment to succeed Jones as President and Chief Executive Officer, effective January 1, 2026, was unanimously supported

by H&R Block’s Board of Directors.

 

“I am thrilled to pass the baton to Curtis, who joined Block

in May 2024.  He has deep tax industry expertise and is a tremendous fit for Block’s culture. Curtis is uniquely positioned

to continue driving our transformation and sustainable revenue growth” said Jones.

 

Johnson added: “This transition reflects the Board’s ongoing

commitment to a rigorous, succession planning process focused on identifying the right leader for H&R Block’s next chapter,

and it is a strong testament to our leadership team’s strength and capabilities that we have the right candidate in Curtis. We have

the utmost confidence in him as he steps into the President and CEO role, and we look forward to working alongside him to deliver continued

results and value for our customers, employees, and shareholders.”

 

Jones and Campbell will work closely to orchestrate a smooth leadership

transition until January 1, 2026, when Campbell will assume the role of President and Chief Executive Officer and will join the Board

as a director. Mr. Jones will continue to assist in the transition as a Strategic Advisor at the company until September 2026.

 

“I am honored to be chosen to lead this iconic brand and company,

which I have deeply admired and respected for many years,” Campbell said. “Jeff’s vision and leadership transformed

H&R Block into the remarkable company it is today, and his legacy will be felt for years to come. I am excited to lead our amazing

team as we enter our next phase of growth and continue to deliver on our purpose: To provide help and inspire confidence in our clients

and communities everywhere.”

 

About Curtis Campbell

 

Curtis Campbell has served as President, Global Consumer Tax and Chief

Product Officer of H&R Block since May 2024. In this position, Campbell leads an enterprise-wide agenda to deliver customer-centric

strategies and exceptional client and tax professional outcomes with a focus on achieving strong financial performance for the global

consumer tax business. Campbell is also responsible for leading enterprise-wide product management excellence.  

 

 

 

 

 

 

Prior to joining H&R Block, Campbell had a history of success in

executive roles, including Managing Vice President-Consumer Auto at Capital One, Vice President-Product Management and Strategy at Intuit,

and General Manager-Head of Product at Amazon Web Services. Immediately before joining H&R Block, he served as President and CEO of

TaxAct, where, during his five-year tenure, he led the company through a dramatic transformation resulting in double-digit revenue growth. 

 

He holds a bachelor’s degree in business administration from

The Citadel and a Master of International Business degree from the University of South Carolina.

 

For more information about H&R Block, visit HRBlock.com .

 

# # #

 

About H&R Block

 

H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence

in its clients and communities everywhere through global tax preparation services, financial products , and small-business 

solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time and

be better with money using its mobile banking app, Spruce . Through Block Advisors and Wave , the company helps small-business

owners thrive with year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R

Block News .

 

For inquiries, please contact:

 

Media

Relations:
Lexi

Ryan, (816) 877-7076, lexi.ryan@hrblock.com

Media Desk: Mediadesk@hrblock.com

 
 

Investor

Relations:
Jessica Hazel, (816) 904-9956, jessica.hazel@hrblock.com

  

Forward-Looking Statements

 

This press release contains forward-looking statements

within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to

historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends,"

"plans," "believes," "commits," "seeks," "estimates," "projects," "forecasts,"

"targets," "would," "will," "should," "goal," "could" or "may" or

other similar expressions. Forward-looking statements provide management's current expectations or predictions of future conditions, events

or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future

are forward-looking statements. They may include estimates of revenues, client trajectory, income, effective tax rate, earnings per share,

cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volumes or other

financial items, descriptions of management’s plans or objectives for future operations, products or services, anticipated effects

of leadership changes, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the

date they are made and reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance

or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes

in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required

by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially

from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to a variety

of economic, competitive and regulatory factors, many of which are beyond the Company's control, that are described in our Annual Report

on Form 10-K for the most recently completed fiscal year in the section entitled "Risk Factors" and additional factors we may

describe from time to time in other filings with the Securities and Exchange Commission. You may get such filings for free at our website

at https://investors.hrblock.com. You should understand that it is not possible to predict or identify all such factors and, consequently,

you should not consider any such list to be a complete set of all potential risks or uncertainties.