exv10w07



 




EXHIBIT 10.07




          PO Box 7850, MS 2550

          Mountain View, CA 94039-7850

By Hand




January 30, 2004




Nicholas Spaeth









Re: Your Resignation from Intuit




Dear Nick:





	 	 	This letter confirms the terms of your separation of employment from
Intuit Inc.
	 
	1.	 	Termination Date. Your resignation will be effective today.
	 
	2.	 	Acknowledgment of Payment of Wages. We will overnight to your Kansas
City address your final paycheck that includes payment for all accrued
wages, salary, accrued and unused vacation time, reimbursable expenses,
and any similar payments (collectively “Wages”) due and owing to you from
Intuit as of midnight today. By accepting these final payments, you will
acknowledge and agree that Intuit does not owe you any other Wages. You
acknowledge and agree that you will not be entitled to any payment under
Intuit’s Performance Incentive Plan (“IPI”) for the fiscal year ending
July 31, 2004 or any period.
	 
	3.	 	Sign-On Bonus Repayment. In satisfaction of your obligations under the
Sign-On Bonus provisions of your November 12, 2003 offer letter, you will
pay Intuit $87,510, which you have agreed to pay by check today.
	 
	4.	 	One-Time Bonus Repayment. In satisfaction of your obligations under the
One-Time Bonus provisions of your November 12, 2003 offer letter, you will
pay Intuit $229,175, which you have agreed to pay by check today.
	 
	5.	 	COBRA Continuation Coverage. Your Intuit provided health coverage will
continue through the end of January 2004. If you are eligible for
continued health coverage benefits and timely elect COBRA continuation,
you may continue health coverage pursuant to the terms and conditions of
COBRA at your own expense. Our COBRA administrator will contact you
shortly. All other insured benefit coverage (e.g. life insurance,
disability insurance, etc.) will end today.
	 
	6.	 	Stock Options. Intuit will provide you with a Stock Closing Statement
that confirms that you are not vested in any of your option shares. Your
option for Intuit stock will expire on your termination date.




 









 






	7.	 	Return of Company Property. By signing below, you represent that you
have returned all the Company property and data of any type whatsoever
that was in your possession or control, including all documents and
electronic data storage devices (including CD-ROMs, laptop computers,
hard-drives, PDAs, etc).
	 
	8.	 	Confidential Information, Non-Disclosure Agreement and Trade Secrets.
You hereby acknowledge that as a result of your employment with the
Company you have had access to the Company’s Confidential Information.
Without limiting the Invention Assignment and Confidentiality Agreement
you have previously executed, you agree you will hold all such
Confidential Information in strictest confidence and that you may not make
any use of such Confidential Information on behalf of any third party.
You also confirm that you have delivered to the Company all documents and
data of any nature containing or pertaining to such Confidential
Information and that you have not taken with you any such documents or
data or any copies thereof. You further agree that you will comply with
your continuing obligations pursuant to your November 12, 2003 Offer
Letter from Intuit, including, without limitation, the obligations of the
non-disclosure agreement you signed at the time of your hire into Intuit,
including, without limitation, your 12 month Non-Solicitation obligation.
You also agree to abide by all applicable laws and rules prohibiting your
using or disclosing any of Intuit’s confidences, trade secret information
and/or any information and documents subject to the attorney-client
privilege and the work product doctrine.






	 	 	Sincerely,






	 	 	/s/ SHERRY
WHITELEY

Sherry Whiteley

Sr. Vice President of Human Resources

Intuit Inc.






	 	 	REVIEWED, UNDERSTOOD AND AGREED:





	 	 	 
	/s/ NICHOLAS SPAETH

	 	Date: Jan. 30, 2004
	
 
	 	 
	Nicholas Spaeth
	 	 






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