Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in The payments due under this Award Agreement are intended to comply with Section 409A of the Code (“Code Section 409A”) or the Plan to the contrary, this Award Agreement an exemption thereunder and shall be interpreted construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A and regulations and other guidance issued thereunder (or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. To the extent Code Section 409A applies, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments of “Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of nonqualified deferred compensation” within the meaning to be made under this Agreement by reason of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase employment shall only be interpreted as made if such termination of employment constitutes a “separation from service” within the meaning of under Code Section 409A. If Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company be liable for all or any deferred compensation payment is payable while Participant is a “specified employee” under portion of any taxes, penalties, interest or other expenses that may be incurred by the Associate on account of non-compliance with Code Section 409A. To the extent required by Code Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount each reimbursement or in-kind benefit provided under this Agreement shall be delayed provided in accordance with the following: (i) the amount of expenses eligible for a period reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any reimbursement of six months and an eligible expense shall be paid in a lump sum to the Associate on or before the first payroll payment date last day of the calendar year following the earlier of calendar year in which the expiration of such six month period expense was incurred; and (iii) any right to reimbursements or Participant’s death. To the extent any payments in-kind benefits under this Award Agreement are made in installments, each installment shall not be deemed a separate payment subject to liquidation or exchange for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penaltiesanother benefit.

Compliance with Section 409A. Notwithstanding any provision This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in this Award Agreement or the Plan a manner permitted by section 409A, to the contraryextent applicable. Severance benefits under the Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, this Award Agreement shall be interpreted to the maximum extent applicable, and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (then under the “Section 409A”)separation pay” exception, to the maximum extent applicable. For purposes of determining whether any payment section 409A of the Code, all payments to be made pursuant to this Award Agreement results in upon a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall employment under this Agreement may only be interpreted as made upon a “separation from service” within the meaning of Section 409A. If any deferred compensation such term under section 409A of the Code, each payment is payable while Participant is a “specified employee” made under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount this Agreement shall be delayed for treated as a period separate payment and the right to a series of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any installment payments under this Award Agreement are made in installmentsis to be treated as a right to a series of separate payments. In no event shall the Executive, each installment directly or indirectly, designate the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be deemed a separate payment for purposes made or provided in accordance with the requirements of Section section 409A and of the regulations issued thereunder. Participant or his or her beneficiaryCode, as including, where applicable, shall the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be solely responsible and liable for provided, in any other calendar year, (iii) the satisfaction reimbursement of all taxes and penalties that may an eligible expense will be imposed made on Participant or his or her beneficiary before the last day of the calendar year following the year in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409Awhich the expense is incurred, and neither H&R Block nor any of its affiliates shall have any obligation (iv) the right to indemnify reimbursement or otherwise hold Participant in-kind benefits is not subject to liquidation or his or her beneficiary harmless from any and all of such taxes and penaltiesexchange for another benefit.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six six-month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision anything to the contrary in this Award Agreement or Agreement, if Executive is determined by the Plan Company to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensationspecified employee” within the meaning of Treasury Regulation 1.409A-1(b)Code Section 409A(a)(2)(B)(i) at the time of his separation from service with the Company and if any payment or benefit to which he shall become entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, H&R Block shall maximize the exemptions described in no such section, as applicable. Any reference payment or benefit payable or provided to a “termination of employment” or similar term or phrase Executive shall be interpreted as a paid or provided to Executive prior to the earlier of (i) the expiration of the six (6) month period following the date of Executive’s “separation from service” within the meaning of Section 409A. If any deferred compensation payment (as such term is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of defined by Code Section 409A and the regulations issued promulgated thereunder), or (ii) the date of Executive’s death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Participant The payments and benefits to which Executive would otherwise be entitled during the first six (6) months following his separation from service shall be accumulated and paid or his or her beneficiaryprovided, as applicable, shall in a lump sum, on the first payroll date that is six (6) months and one day following Executive’s separation from service and any remaining payments or benefits will be solely responsible and liable paid in accordance with the normal payment dates specified for them herein. Further, if any insurance or benefits continued by the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary Company pursuant to this Award AgreementAgreement are taxable to Executive, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor payment by the Company for any of its affiliates such insurance or benefits shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all equal the cost of such taxes insurance or benefit, shall be paid on a monthly basis and penaltiesshall comply with the requirement that non-qualified deferred compensation be paid on a specified date or pursuant to a fixed schedule.”

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. , unless otherwise provided by Section 409A. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s 's death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates Company shall have any no obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in (a) It is intended that compensation paid and benefits delivered to Executive pursuant to this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered either paid in accordance with compliance with, or exempt from, Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”)) so as not to subject Executive to payment of interest or any tax under Section 409A, and this Agreement shall be construed, interpreted and administered accordingly. For purposes of determining whether Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Executive’s right to receive any installment payment made pursuant to this Award Agreement results in (if any) shall be treated as a “deferral right to receive a series of compensation” within the meaning separate and distinct payments for purposes of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Section 409A. Any reference payment to be made under this Agreement upon a “termination of employment” or similar term or phrase employment shall only be interpreted as made upon a “separation from service” within the meaning of under Section 409A. If Notwithstanding the foregoing, in the event this Agreement or any deferred compensation payment paid or benefits delivered to Executive hereunder is payable while Participant is a “specified employee” under deemed to be subject to Section 409A, and payment is due because of separation from service for any reason other than deaththe Company shall adopt such conforming amendments as the Company deems necessary, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installmentsits reasonable discretion, each installment shall be deemed a separate payment for purposes of to comply with Section 409A and avoid the regulations issued thereunder. Participant imposition of taxes under Section 409A. In no event shall the Company, the Board, the Compensation Committee of the Board, any employee of the Company, or his or her beneficiary, as applicable, shall any adviser of any of the foregoing be solely responsible and liable for the satisfaction all or any portion of all taxes and penalties any taxes, penalties, interest, or other expenses that may be imposed incurred by Executive on Participant or his or her beneficiary in connection account of non-compliance with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.409A.

Compliance with Section 409A. Notwithstanding The General Partner intends that the Restricted Units and UDRs be structured in compliance with, or to satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the award, vesting or payment of the Restricted Units or UDRs. Accordingly, in the event of any provision in this Award Agreement or the Plan to the contraryambiguity, this Award Agreement shall be interpreted construed and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“such intent. In addition, in the event the Restricted Units or UDRs are subject to Section 409A”), the Committee may, in its sole discretion, take the actions described in Section 11.1 of the Plan. For purposes Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” nonqualified deferred compensation (within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference Section 409A) that are otherwise required to be made under this Agreement to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as administratively practicable within sixty (60) days thereafter. A termination of employment” Service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or similar term benefits that are considered nonqualified deferred compensation under Section 409A upon or phrase shall be interpreted as following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction payment thereof prior to a “separation from service” would violate Section 409A. For purposes of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to such provision of this Award Agreement, including but not limited Agreement relating to any taxessuch payments or benefits, interest and penalties under Section 409A, and neither H&R Block nor any references to a “termination,” “termination of its affiliates Service” or like terms shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless mean “separation from any and all of such taxes and penaltiesservice.”

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s 's death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision anything to the contrary in this Award Agreement or Agreement, if Executive is determined by the Plan Company to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensationspecified employee” within the meaning of Treasury Regulation 1.409A-1(b)Code Section 409A(a)(2)(B)(i) at the time of his separation from service with the Company and if any payment or benefit to which he shall become entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, H&R Block shall maximize the exemptions described in no such section, as applicable. Any reference payment or benefit payable or provided to a “termination of employment” or similar term or phrase Executive shall be interpreted as a paid or provided to Executive prior to the earlier of (i) the expiration of the six (6) month period following the date of Executive’s “separation from service” within the meaning of Section 409A. If any deferred compensation payment (as such term is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of defined by Code Section 409A and the regulations issued promulgated thereunder), or (ii) the date of Executive’s death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Participant The payments and benefits to which Executive would otherwise be entitled during the first six (6) months following his separation from service shall be accumulated and paid or his or her beneficiaryprovided, as applicable, shall in a lump sum, on the first payroll date that is six (6) months and one day following Executive’s separation from service and any remaining payments or benefits will be solely responsible and liable paid in accordance with the normal payment dates specified for them herein. Further, if any insurance or benefits continued by the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary Company pursuant to this Award AgreementAgreement are taxable to Executive, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor payment by the Company for any of its affiliates such insurance or benefits shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all equal the cost of such taxes insurance or benefit, shall be paid on a monthly basis and penaltiesshall comply with the requirement that non-qualified deferred compensation be paid on a specified date or pursuant to a fixed schedule.

Compliance with Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with or exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date the Performance Shares are awarded. Notwithstanding any provision in of this Award Agreement or the Plan to the contrary, in the event that the Company determines that any compensation or benefits payable or provided under this Award Agreement may be subject to Section 409A of the Code, the Company may adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code. Although the Company intends to take such actions so as to allow the Performance Units award under this Agreement to avoid adverse tax treatment pursuant to Section 409A of the Code and otherwise, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be interpreted and administered unconstrained in accordance with Code its corporate activities without regard to the potential negative tax impact on the Participant. Notwithstanding any other provision of this Agreement, to the extent the delivery of cash or the Shares represented by the Performance Shares is treated as non‑qualified deferred compensation subject to Section 409A and regulations and other guidance issued thereunder of the Code, then (“Section 409A”). For purposes a) no delivery of determining whether any payment such cash or the Shares shall be made pursuant to this Award Agreement results in upon a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “Participant’s termination of employment” or similar term or phrase shall be interpreted as employment unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A. If any deferred compensation payment 1.409A-1(h) of the Treasury Regulations and (b) if the Participant is payable while deemed at the time of termination of employment to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed delivery of the cash or the shares to which the Participant is entitled under this Agreement, and which is deliverable to the Participant due to termination of employment, is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such delivery of cash or the Shares shall not be made to the Participant prior to the earlier of (x) the expiration of the six-month period measured from the date of the Participant’s “separation from service” (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) or (y) the date of the Participant’s death. The determination of whether the Participant is a “specified employee” under for purposes of Section 409A, and payment is due because 409A(a)(2)(B)(i) of the Code as of the time of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid made by the Company in a lump sum on accordance with the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible Treasury Regulations and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penaltiessuccessor provision thereto).

Compliance with Section 409A. Notwithstanding any provision in The benefits provided under this Award Agreement or are intended to be exempt from application of Section 409A of the Plan to the contraryInternal Revenue Code, this Award Agreement and shall be administered and interpreted and administered in accordance a manner consistent with Code such intent. All references herein to "Section 409A" include Section 409A of the Internal Revenue Code and the regulations and other guidance issued thereunder (“and any state law of similar effect. If for any reason an exemption from application of Section 409A is not available so that any payments hereunder are subject to the requirements of Section 409A”). For purposes of determining whether any payment made pursuant , such payments are intended to this Award Agreement results comply with the requirements Section 409A, and shall be administered and interpreted in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block manner consistent with such intent. Severance benefits provided under this Agreement shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as not commence until Executive has a “separation from service” within as defined in Section 409A. In furtherance of the meaning foregoing, notwithstanding anything herein to the contrary, if Employee is a "specified employee" (determined by the Company in accordance with U.S. Treasury Regulation section 1.409A-3(i)(2)) as of the date that Employee incurs a separation from service and if any benefit to be provided under this Agreement is not exempt from the application of Section 409A. If any deferred compensation payment is payable while Participant is 409A and cannot be paid or provided in a “specified employee” manner otherwise provided herein without subjecting Executive to additional tax, interest and/or penalties under Section 409A, and payment then any such benefit that is due because of payable during the first six (6) months following Executive’s separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid to Executive in a cash lump sum payment to be made on the first payroll payment date following the earlier of (a) Employee's death or (b) the expiration first day of such six the seventh month period or Participant’s deathfollowing Employee's separation from service. To the extent any payments Each payment and benefit payable under this Award Agreement are made in installments, each installment shall be deemed is intended to constitute a separate payment for purposes of Section 409A and 1.409A-2(b)(2) of the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penaltiesTreasury Regulations.

Compliance with Section 409A. Notwithstanding any provision in this Award Grant Agreement or the Plan to the contrary, this Award Grant Agreement shall be interpreted and administered in accordance with Code Section 409A of the Internal Revenue Code and regulations and other guidance issued thereunder (“Section 409A”)thereunder. For purposes of determining whether any payment made pursuant to this Award Grant Agreement results in a “"deferral of compensation” " within the meaning of Treasury Regulation §1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. 409A and the regulations issued thereunder. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of to separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s deathperiod. To the extent any payments under this Award Grant Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. A Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Participant or his or her beneficiary in connection with any payments to such Participant or his or her beneficiary pursuant to this Award Grant Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant or his or her beneficiary harmless from any and all of such taxes and penalties.. H&R Block Inc. 2003 Long-Term Executive Compensation Plan Grant Agreement – Restricted Share Units (2012)

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “"deferral of compensation” " within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s deathperiod. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.409A.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award This Agreement shall be interpreted and administered in accordance with Code to avoid any penalty sanctions under section 409A of the Code. If any payment or benefit of be provided or made at the time specified herein without incurring sanctions under Section 409A and regulations and other guidance issued thereunder (“Section 409A”)of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of determining whether any payment section 409A of the Code, all payments to be made pursuant to this Award Agreement results in upon a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall employment under this Agreement may only be interpreted as made upon a “separation from service” within under section 409A of the meaning of Section 409A. If any deferred compensation Code, each payment is payable while Participant is a “specified employee” made under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount this Agreement shall be delayed for treated as a period separate parent and the right to a series of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any installment payments under this Award Agreement are made in installmentsis to be treated as a right to a series of separate payments. In no event shall the Executive, each installment directly or indirectly, designate the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be deemed a separate payment for purposes made or provided in accordance with the requirements of Section 409A and the regulations issued thereunder. Participant or his or her beneficiarysection 409A, as including, where applicable, shall the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be solely responsible and liable for provided, in any other calendar-year, calendar year following the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary year in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409Awhich the expense is incurred, and neither H&R Block nor any of its affiliates shall have any obligation (iv) the right to indemnify reimbursement or otherwise hold Participant in-kind benefits is not subject to liquidation or his or her beneficiary harmless from any and all of such taxes and penaltiesexchange for another benefit.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block the Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant the Executive is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s the Executive's death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant The Executive or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant the Executive or his or her beneficiary in connection with any payments to Participant the Executive or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates the Company shall have any no obligation to indemnify or otherwise hold Participant the Executive or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block Company shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation payment is payable while Participant Awardee is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s Awardee's death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant Awardee or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant Awardee or his or her beneficiary in connection with any payments to Participant Awardee or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates Company shall have any no obligation to indemnify or otherwise hold Participant Awardee or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award Agreement shall be interpreted and administered in accordance with Code Section 409A and regulations and other guidance issued thereunder (“Section 409A”). For purposes of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall be interpreted as a “separation from service” within the meaning of Section 409A. If any deferred compensation #12 payment is payable while Participant is a “specified employee” under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any payments under this Award Agreement are made in installments, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penalties.

Compliance with Section 409A. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, this Award This Agreement shall be interpreted and administered in accordance with to avoid any penalty sanctions under section 409A of the U.S. Internal Revenue Code Section 409A and regulations and other guidance issued thereunder of 1986, as amended (the “Section 409ACode”). If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of determining whether any payment section 409A of the Code, all payments to be made pursuant to this Award Agreement results in upon a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” or similar term or phrase shall employment under this Agreement may only be interpreted as made upon a “separation from service” within under section 409A of the meaning of Section 409A. If any deferred compensation Code, each payment is payable while Participant is a “specified employee” made under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount this Agreement shall be delayed for treated as a period separate payment and the right to a series of six months and paid in a lump sum on the first payroll payment date following the earlier of the expiration of such six month period or Participant’s death. To the extent any installment payments under this Award Agreement are made in installmentsis to be treated as a right to a series of separate payments. In no event shall the Executive, each installment directly or indirectly, designate the calendar year of payment. All reimbursements and in-kind benefits provided under this Agreement shall be deemed a separate payment for purposes made or provided in accordance with the requirements of Section 409A and the regulations issued thereunder. Participant or his or her beneficiarysection 409A, as including, where applicable, shall the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in the Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be solely responsible and liable for provided, in any other calendar year, calendar year following the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary year in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409Awhich the expense is incurred, and neither H&R Block nor any of its affiliates shall have any obligation (iii) the right to indemnify reimbursement or otherwise hold Participant in-kind benefits is not subject to liquidation or his or her beneficiary harmless from any and all of such taxes and penaltiesexchange for another benefit.

Compliance with Section 409A. Notwithstanding any provision in (a) The severance payments under this Award Agreement or are intended, where possible, to comply with the Plan “short term deferral exception” and/or the “involuntary separation pay exception” to Section 409A of the contraryCode. Accordingly, the provisions of this Award Agreement shall be interpreted applied, construed and administered so that those payments qualify for one or both of those exceptions, to the maximum extent allowable. However, to the extent any payment or benefit to which the Executive becomes entitled under this Agreement is deemed to constitute an item of deferred compensation subject to the requirements of Section 409A of the Code, the provisions of this Agreement shall be applied, construed and administered in accordance order to comply with Code the provisions of Section 409A and of the Code, along with the rules, regulations and other guidance issued promulgated thereunder by the Department of the Treasury or the Internal Revenue Service (collectively, “Section 409A”). For purposes ) so as not to subject the Executive to the payment of determining whether any payment made pursuant to this Award Agreement results in a “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b)additional tax, H&R Block shall maximize the exemptions described in such section, as applicable. Any reference to a “termination of employment” interest or similar term or phrase shall penalty which may be interpreted as a “separation from service” within the meaning of imposed under Section 409A. If In furtherance thereof, to the extent that any deferred compensation provision of this Agreement would result in the Executive being subject to payment is payable while Participant is a “specified employee” of additional tax, interest or penalty under Section 409A, and payment is due because of separation from service for any reason other than death, then payment of such amount shall be delayed for a period of six months and paid the Parties agree to amend this Agreement if permitted under Section 409A in a lump sum manner which does not impose any additional taxes, interest or penalties on Executive in order to bring this Agreement into compliance with Section 409A, without materially changing the first payroll payment date following the earlier economic value of the expiration of such six month period or Participant’s death. To the extent any payments arrangements under this Award Agreement are made to any Party, and thereafter the Parties will interpret its provisions in installmentsa manner that complies with Section 409A. Notwithstanding the foregoing, each installment shall be deemed a separate payment for purposes of Section 409A and the regulations issued thereunder. Participant or his or her beneficiary, as applicable, shall be solely responsible and liable no particular tax result for the satisfaction of all taxes and penalties that may be imposed on Participant or his or her beneficiary Executive with respect to any income recognized by the Executive in connection with any payments to Participant or his or her beneficiary pursuant to this Award Agreement, including but not limited to any taxes, interest and penalties under Section 409A, and neither H&R Block nor any of its affiliates shall have any obligation to indemnify or otherwise hold Participant or his or her beneficiary harmless from any and all of such taxes and penaltiesAgreement is guaranteed.