HR Block 2005 Annual Report Download - page 39

payout. The Committee is required to establish such Performance PLAN BENEFITS UNDER THE AMENDED PLAN ⬎⬎⬎
Schedule within 90 days after the beginning of the Performance Performance-based awards granted under the Plan, if any, are
Period. Any Performance Schedule established by the Committee subject to the discretion of the Compensation Committee and to
may not provide for a performance percentage in excess of 200%. the achievement of certain performance targets as established by
The Plan currently provides that the aggregate amount of all the Compensation Committee during a Performance Period.
awards under the Plan to any one participant for any Amounts that may be received by officers of the Company eligible
Performance Period may not exceed $1,000,000. It is proposed to participate in the Plan are not presently determinable. The
that the Plan be amended to increase this limitation to $2,000,000. following chart describes the amounts that the indicated
The $1,000,000 limit under the Plan has been in place since the participants were awarded under the Plan for the fiscal year
inception of the Plan. Awards under the Plan are based on ended April 30, 2005. Non-employee directors of the Company are
performance criteria established by the Compensation not eligible to participate in the Plan.
Committee to preserve federal income tax deductions for
compensation paid to the Company’s Covered Employees. The Name and Principal Position Award
Compensation Committee recommended and the Board adopted Mark A. Ernst,
the amendment to increase the aggregate amount of Awards Chairman of the Board, President and
Chief Executive Officer $217,140
payable under the Plan, subject to shareholder approval, as part
of the Compensation Committee’s aim to provide competitive Robert E. Dubrish,
President and Chief Executive Officer,
compensation that enables the Company to retain key executives
Option One Mortgage Corporation $142,241
needed to accomplish the Company’s goals. The amendment to
Jeffery W. Yabuki,
the Plan will enhance the Compensation Committee’s flexibility
Executive Vice President and Chief
to motivate individuals to achieve exceptional performance for Operating Officer $ 80,408
the Company. Payment of awards takes place as soon as
Steven Tait
administratively feasible following certification by the Committee President, RSM McGladrey Business
of the extent to which performance goals have been achieved and Services, Inc. $302,784
the determination of the actual awards payable. Nicholas J. Spaeth
In the event of a recapitalization, reorganization, merger, Senior Vice President and Chief Legal
acquisition, divestiture, consolidation, spin-off, split-off, Officer $ 63,168
combination, liquidation, dissolution, sale of assets, or other All Executive Officers $805,741
similar corporate transaction or event; changes in applicable tax
laws or accounting principles; or any unusual, extraordinary or The Board believes that approval of the Plan, as proposed to be
nonrecurring events involving the Company that distort the amended, will assist the Company in the manner specified above
performance criteria applicable to any performance goal, the and, as a result, will promote the interests of the Company and
Committee must adjust the calculation of the performance its shareholders.
criteria and the applicable performance goals as necessary to THE BOARD OF DIRECTORS RECOMMENDS APPROVAL
prevent reduction or enlargement of participants’ awards under OF THE H&R BLOCK EXECUTIVE PERFORMANCE PLAN,
the Plan for such Performance Period attributable to such AS AMENDED, AND PROXIES SOLICITED BY THE BOARD
transaction or event. WILL BE SO VOTED IN THE ABSENCE OF INSTRUCTIONS
The Board of Directors of the Company may at any time and TO THE CONTRARY.
from time to time alter, amend, suspend or terminate the Plan in
whole or in part, without shareholder approval.
H&R BLOCK 2005 Proxy Statement
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