exv10w06



 




EXHIBIT 10.06




         PO Box 7850

         Mountain View, CA 94039-7850




November 12, 2003




Nicholas Spaeth









Dear Nick:




This letter amends and restates your July 23, 2003 offer letter from Intuit as
follows:



You are employed by Intuit in the position of Senior Vice President and General
Counsel, reporting directly to me.



START DATE



You started employment with Intuit on August 25, 2003.



BASE COMPENSATION



For your services, you are paid an annual base salary of $450,000, payable in
bi-weekly installments and in accordance with Intuit’s standard payroll
practices.



SIGN-ON BONUS



You were paid a sign-on bonus of $242,493.98 (“Sign-On Bonus”) to net after
minimum mandatory federal and state income and payroll withholding taxes a
$150,000 payment in your first Intuit paycheck. In the event that you resign
prior to August 25, 2004, you agree to repay a prorated portion of the Sign-On
Bonus back to Intuit. To determine the amount to be repaid, Intuit will take
the total pre-tax Sign-On Bonus amount and reduce it by one-twelfth (1/12) for
every complete month of service after August 25, 2003.



2003 CALENDAR YEAR-END BONUS



You will be paid a $200,000 bonus (“2003 CYE Bonus”) on December 31, 2003
provided you are employed on that date. The 2003 CYE Bonus will be paid to you
net of federal and state income and payroll withholding taxes, it will not be
grossed up for taxes.



 









 





ANNUAL PERFORMANCE BASED BONUS



You participate in Intuit’s Performance Incentive Plan (“IPI”), a cash
incentive compensation program. Your participation in the IPI for the 2004
fiscal year (August 1, 2003 through July 31, 2004) will be 60% of your base
salary at target. Payouts under the IPI are tied to the achievements of
Intuit and individual performance and are made to individuals who are employed
on the date the IPI payment is made. The actual amount of your award will be
determined in accordance with the terms and conditions outlined in the IPI plan
document.



ONE-TIME BONUS



You will be paid a one-time bonus to net, after minimum mandatory federal and
state income and payroll withholding taxes, a $250,000 payment in your November
28, 2003 Intuit paycheck (“One-Time Bonus”). In the event that you resign
before November 28, 2005, you agree to repay a prorated portion of the One-Time
Bonus back to Intuit. To determine the amount to be repaid, Intuit will take
the total pre-tax One-Time Bonus amount and reduce it by one-twenty fourth
(1/24) for every complete month of service after November 28, 2003. You
acknowledge and agree that this One-Time Bonus will be paid to you in lieu of
and replaces certain nonqualified deferred compensation plan contributions by
Intuit that were described in your July 23, 2003 offer letter.



EQUITY



You were granted a nonqualified stock option to purchase 200,000 shares of
Intuit’s Common Stock at an exercise price per share equal to the closing
price of Intuit’s Common Stock on the Nasdaq National Market on the date of
grant. The date of grant was your August 25, 2003 Start Date. The option is
subject to the terms of the Intuit Inc. 2002 Equity Incentive Plan. The option
vests over three years as to 33-1/3% of the option shares twelve months from
the date of the grant, and as to an additional 2.778% of the option shares
monthly thereafter for the next two years, provided you remain employed on the
vesting date. The option has a maximum term of seven years.



SHARE OWNERSHIP AND MATCHING UNIT PROGRAM



As a Senior Vice President you participate in Intuit’s Share Ownership and
Matching Unit Program. Under this program, you have three years following your
August 25, 2003 Start Date in which to acquire and hold a minimum of 3,000
shares of Intuit stock. To provide you with an incentive to acquire Intuit
stock under this Program, Intuit will award you one matching unit for every two
shares of Intuit stock you buy, up to a maximum of 1,500 matching units. The
matching units will not count toward the 3,000 share ownership requirement.



Each matching unit will be equal to one share of Intuit stock and will be
subject to a 4-year cliff-vesting schedule. Vesting will accelerate if certain
events occur, such as your death, disability or retirement. You will forfeit
the matching units if you sell, gift or otherwise transfer the shares you
purchased for the matching units. Intuit will issue you the shares after you
vest in your matching units. You will not be taxed on the matching units until
the shares are issued. You may elect to defer the issuance of the shares, and
information about how to make a deferral election will be



 









 





provided when you receive a matching unit award. Intuit will issue you the net
number of shares after mandatory withholding taxes.



RELOCATION



You are eligible for Intuit’s standard executive relocation benefits under
Intuit’s Relocation Policy, which includes two home finding trips for your
spouse. In addition, you will be eligible for temporary housing through
February 28, 2004 at Intuit’s expense for up to $4,000 per month. Temporary
housing will be provided to you through Intuit’s temporary housing program,
currently with Synergy Relocation and Cendant Mobility. In accordance with
law, both the home finding trips and temporary housing will be reported as W-2
income to you. In accordance with Intuit’s Relocation Policy, Intuit will
provide you with tax assistance for applicable taxes. This tax assistance will
be calculated pursuant to Intuit’s standard gross up calculation methodology
for such relocation benefits.



If you voluntarily resign from Intuit prior to August 25, 2004, you must
reimburse Intuit for a prorated portion of the relocation benefits paid. To
determine the amount to be repaid, Intuit will reduce the gross amount paid to
or on behalf of you by one-twelfth (1/12) for every complete month of service
after August 25, 2003.



INSURANCE



You are eligible to participate in Intuit’s group health, life and dental
insurance plans. Your benefits became effective on the first day of the month
following your Start Date.



VACATION



You will accrue three (3) weeks of vacation during your first year of
employment.



SICK DAYS



You will be granted 40 hours each calendar year for use in the event of any
personal illness. Your sick leave will accrue at the rate of 1.54 hours per
pay period (bi-weekly).



PERFORMANCE/SALARY REVIEWS



Intuit conducts performance and salary reviews at least once per fiscal year.



BACKGROUND CHECK



Intuit’s employment offer (and your employment) was contingent on the Company’s
verification of background information.



 









 





CONFIDENTIALITY



This letter confirms our understanding that you are not subject to any
employment agreement that would have preclude us from offering this position to
you or you joining our organization. This also confirms that you have not and
will not be asked to disclose to us or utilize any confidential or proprietary
information from your prior places of employment, and that you understand that
you must not do so. In addition, you executed and agree to abide by a
non-disclosure agreement as a condition of employment.



WORK AUTHORIZATION



Federal law requires Intuit to document an employee’s authorization to work in
the United States. To comply, Intuit completed Form I-9 for you within three
business days of your Start Date.



This letter also confirms the understanding that employment at Intuit is at the
mutual consent of you and Intuit, and is at will in nature and can be
terminated at anytime by yourself or Intuit.



This letter constitutes the entire agreement between you and Intuit and
supersedes any and all prior agreements between you and Intuit regarding your
employment.



Please review these terms and make sure they are consistent with your
understanding. If so, please sign and date both copies of this letter.



The original of this letter is for your records.



If you have any questions, please feel free to contact Sherry Whiteley at (650)
944-3624.



Sincerely,



/s/ STEVE

Steve Bennett

President and

  Chief Executive Officer

Intuit Inc.




AGREED AND ACCEPTED:




	 	 	 
	/s/ NICHOLAS SPAETH

	 	November 12, 2003
	
 

	 	
 
	Nicholas Spaeth

	 	Date