8-K – 2025-08-11 – tm2523074d1_ex10-1.htm

EX-10.1
2
tm2523074d1_ex10-1.htm
EXHIBIT 10.1

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.

 

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(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

 

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(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.

 

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(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.

 

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(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.

 

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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.

 

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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.

 

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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