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EXHIBIT 10.10




	 	 	 
	
	 

	 	PO Box 7850, MS 2550
	 

	 	Mountain View, CA 94039-7850







January 20, 2004




Daniel Manack








Re: Separation Terms and Release Agreement




Dear Dan:




     This letter confirms the terms of your separation from the employment of
Intuit Inc. and offers you a transition package in exchange for your waiver and
release of claims in favor of Intuit Inc. and its officers, directors,
employees, agents, representatives, subsidiaries, divisions, affiliated
companies, successors, and assigns (collectively, “The Company”).




	1.	 	Termination Date. Your employment with the Company will end effective
February 13, 2004 (the “Termination Date”).






	2.	 	Acknowledgment of Payment of Wages. On the Termination Date, we will
deliver to you a final paycheck that includes payment for all accrued
wages, salary, accrued and unused vacation time, reimbursable expenses,
and any similar payments due and owing to you from the Company as of the
Termination Date (“collectively referred to as “Wages”).






	 	 	By accepting these final payments, you will acknowledge and agree that
the Company does not owe you any other Wages.






	 	 	You understand and agree that your account in Intuit’s Executive Deferred
Compensation Plan will be distributed to you in January 2005, in
accordance with the terms and conditions of the plan.






	3.	 	Separation Benefits. Pursuant to your December 18, 2001 offer letter,
you will receive the following separation benefits: (a) within thirty days
of your Termination Date, the Company will provide you with a lump sum
payment of $156,000 which is equal to six months’ of your current base
salary and which will be paid to you less all normal and appropriate
withholdings and deductions; and (b) as of your Termination Date, and as
more fully detailed in Paragraph 6 below, the Company will provide you
with six months’ of accelerated vesting of your 100,000 share stock option
granted to you on January 28, 2002.






	4.	 	Consideration For Release. In consideration of the waiver and release
of claims set forth in Paragraphs 9 and 10 below, and by your signing this
Release Agreement (“the Agreement”), the Company agrees to provide you
with a bonus payment in the amount of $187,200 which is equal to 100% of
your 60% of base target under Intuit’s Performance Incentive Plan (the
“IPI”) for the 2004 fiscal year (August 1, 2003 through July 31, 2004).
This will be paid to you in August or September 2004 at the time Company
employees receive their IPI payouts for the 2004 fiscal year. All normal
withholdings and deductions will be applied before the bonus payment is
made




 









 






	 	 	to you. This payment is in addition to any amounts owed you by the
Company. You understand
that if you do not sign the Agreement or if you revoke the signed
Agreement as described in Paragraph 18 below, the Company has no
obligation to provide you with any of the foregoing.






	5.	 	COBRA Continuation Coverage. Your Company provided health coverage will
continue through the last day of the month in which your Termination Date
occurs. 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 on the
Termination Date.






	6.	 	Equity Compensation.






	 	A.	 	Stock Options.






	 	 	The Company has granted you four stock options. The Company granted you
an option for (a) 100,000 shares on January 28, 2002 at an exercise price
per share of $39.38 (your “New Hire Option”); (b) 12,500 shares on July
31, 2002 at an exercise price per share of $43.98 (your “Second Option”);
(c) 12,500 shares on September 25, 2002 at an exercise price per share of
$44.32 (your “Third Option”); and (d) 20,000 shares on July 30, 2003 at
an exercise price per share of $42.27 (your “Fourth Option”).






	 	 	As of January 12, 2004, you have vested in the following number of shares
for each of your four options:






	 	•	 	47,916 shares of your New Hire Option of which 0 remain exercisable
	 
	 	•	 	5,903 shares of your Second Option of which 348 remain exercisable
	 
	 	•	 	5,208 shares of your Third Option of which 0 remain exercisable
	 
	 	•	 	0 shares of your Fourth Option






	 	 	You are subject to the Company’s Insider Trading Policy for Access
Persons. Accordingly, you may only sell shares received on exercise of
stock options when the Company’s trading window is open. Beginning
January 3, 2004 through your Termination Date, the Company’s trading
window will be closed and you will be unable to sell shares you receive
on exercise of your options. Following your Termination Date you will no
longer be subject to the Company’s trading window restrictions. You will
have ninety days following your Termination Date in which to exercise any
vested, but as of then unexercised, option shares. Although you will no
longer be subject to the Company’s trading window restrictions, you will
still be subject to federal and state law prohibitions against insider
trading.






	 	 	You will continue to vest in accordance with the original terms of your
options through your Termination Date. As of your Termination Date and
in accordance with your December 18, 2001 offer letter, you will
automatically vest in an additional 12,500 shares under your New Hire
Option which is the number of shares in which you would have vested had
you remained employed six months following your Termination Date. If you
do not exercise any of the option shares before your Termination Date, as
of your Termination Date, you will have vested in the following number of
shares for each of your four options:






	 	•	 	62,500 shares of your New Hire Option of which 14,584 will be exercisable
	 
	 	•	 	6,250 shares of your Second Option of which 347 will be exercisable
	 
	 	•	 	5,555 shares of your Third Option of which 347 will be exercisable




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	 	•	 	0 shares of your Fourth Option






	 	 	You will have ninety days following your Termination Date in which to
exercise any vested, but as of then unexercised, option shares.






	 	 	When we get closer to your Termination Date, the Company will provide you
with a Stock Closing Statement and Intuit Employee Stock Option
Information Memorandum that contains important information regarding the
number of shares that may be exercisable as of your Termination Date
under your options, and the final date you may exercise these options.
Please read these documents carefully as there are no extensions to the
expiration date of the options.






	 	B.	 	Matching Unit Awards






	 	 	The Company has granted you stock bonus awards in accordance with the
Executive Stock Ownership Program as matching unit awards for your share
purchases under the Company’s Employee Stock Purchase Plan (the “ESPP”).
The Company awarded you a matching unit award for 70 shares for your
purchase of 141 shares under the ESPP on June 13, 2003. The Company
awarded you a matching unit award for 53 shares for your purchase of 106
shares under the ESPP on September 15, 2003. The Company awarded you a
matching unit award for 52 shares for your purchase of 105 shares under
the ESPP on December 15, 2003.






	 	 	The matching unit awards are subject to a four-year cliff-vesting period.
Provided you do not resign earlier than your Termination Date, in
accordance with the Stock Bonus Agreements documenting your matching unit
awards, you will vest pro-rata in a percentage of the total number of
shares subject to each of the Awards equal to your number of full months
of service since the date of grant divided by forty-eight months, rounded
down to the nearest whole share. You will have taxable income subject to
required federal and state tax withholding as a result of the vesting and
issuance of these shares. Your taxable income will be equal to the
closing price of Intuit stock on the Nasdaq National Market on your
Termination Date multiplied by the number of vested shares. The shares
will be issued to you after the Company withholds sufficient shares to
cover the required tax withholding.






	 	 	Please contact Sharon Savatski at Intuit if you need more information on
your options or your matching unit awards. Her direct dial is
650-944-6504.






	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 except the Company laptop with
docking station, which Company agrees you can keep provided you delete all
Company Confidential Information (see below).






	8.	 	Confidential Information. 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 any 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 December 18, 2001
Offer Letter from Intuit.





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	9.	 	Waiver of Claims. The payments and agreements set forth in this
Agreement fully satisfy any and all accrued salary, vacation pay, bonus
pay, profit-sharing, termination benefits or other
compensation to which you may be entitled by virtue of your employment
with the Company or your termination of employment. You acknowledge that
you have no claims and have not filed any claims against the Company
based on your employment with or the separation of your employment with
the Company. You hereby release and forever discharge the Company, its
successors, subsidiaries and affiliates, current and former officers,
agents and employees from any and all existing claims, demands, causes of
action, damages and liabilities, known or unknown, that you ever had, now
have or may claim to have had arising out of or relating in any way to
your employment or non-employment with the Company including, without
limitation, claims based on any oral or written employment agreement,
claims for wages, bonuses, expense reimbursement, and any claims that the
terms of your employment with the Company, or the circumstances of your
separation, were wrongful, in breach of any obligation of the Company or
in violation of any of your rights, contractual, statutory or otherwise.






	 	 	Such rights include, but are not limited to, your rights under the
following Federal and state statutes: the Employee Retirement Income
Security Act (ERISA) (Pension and employee benefits); the Federal
Railroad Safety Act (45 U.S.C. Section 421 et. seq.); the Occupational
Safety and Health Act (safety matters); the Family and Medical Leave Act
of 1993; the Worker Adjustment and Retraining Act (“WARN”) (notification
requirements for employers who are curtailing or closing an operation)
and Federal Common Law; tort; wrongful discharge; workers’ compensation
retaliation; tortious interference with contractual relations,
misrepresentation, fraud, loss of consortium; slander, liable,
defamation, intentional or negligent infliction of emotional distress;
claims for bonuses or fringe benefits; vacation pay; sick pay; insurance
reimbursement, medical expenses, and the like.






	 	 	You expressly waive any benefits of Section 1542 of the Civil Code of the
State of California, which provides: “A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”






	10.	 	Waiver of Discrimination Claims. You understand that various federal,
state and local laws prohibit age, sex, race, disability, benefits,
pension, health and other forms of discrimination and that these laws can
be enforced through the U.S. Equal Employment Opportunity Commission,
state and local human rights agencies and federal and state courts. You
understand that if you believe your treatment by the Company was
discriminatory, you have the right to consult with these agencies and to
file a charge with them or file a lawsuit. You have decided voluntarily
to enter into this Agreement, and waive the right to recover any amounts
to which you may have been entitled under such laws, including but not
limited to, any claims you may have based on age or under the Age
Discrimination in Employment Act of 1967 (age); Title VII of the Civil
Rights Act of 1964 (race, color, religion, national origin or sex); the
1991 Civil Rights Act; the Older Workers Benefit Protection Act (“OWBPA”)
(age); the Vocational Rehabilitation Act of 1973 (handicap); The Americans
with Disabilities Act of 1990 (Handicap); 42 U.S.C. Section 1981, 1986 and
1988 (race); the Equal Pay Act of 1963 (prohibits pay differentials based
on sex); the Immigration Reform and Control Act of 1986; Executive Order
11246 (race, color, religion, sex or national origin); Executive Order
11141 (age); Vietnam Era Veterans Readjustment
Assistance Act of 1974 (Vietnam era veterans and disabled veterans);and
California and Texas state statutes of similar effect.






	11.	 	Non-disparagement. You agree that you will not disparage the Company or
its products, services, agents, representatives, directors, officers,
shareholders, attorneys, employees, affiliates,




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	 	 	successors or assigns, or
any person acting by, through, under or in concert with any of them, with
any written or oral statement. The Company agrees that senior executives
familiar with the
terms of your separation will not disparage you or the services you have
performed for the Company.






	12.	 	Legal and Equitable Remedies. You agree that the Company shall have the
right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief without prejudice to any
other rights or remedies the Company may have at law or in equity for
breach of this Agreement.






	13.	 	Arbitration of Disputes. You and the Company agree to submit to
mandatory binding arbitration any claim arising out of or relating to this
Agreement. By signing below, you and the Company waive any rights you and
the Company have to trial by jury in regard to any such claims. You agree
that the American Arbitration Association will administer any such
arbitration(s) under its National Rules for the Resolution of Employment
Disputes, fees to be borne by the Company, subject to the provisions of
Paragraph 14 (regarding attorney’s fees). This Agreement does not extend
or waive any statutes of limitations or other provisions of law that
specify the time within which a claim must be brought.






	14.	 	Attorney’s Fees. If any legal action is brought to enforce the terms of
this Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys’ fees, costs and expenses from the other party, in
addition to any other relief to which such prevailing party may be
entitled.






	15.	 	No Admission of Liability. This Agreement is not and will not be
construed or contended by either party to be an admission or evidence of
any wrongdoing or liability on the part of the other party, its
representatives, attorneys, agents, partners, officers, shareholders,
directors, employees, subsidiaries, affiliates, divisions, successors or
assigns. This Agreement will be afforded the maximum protection allowable
under California Evidence Code Section 1152 and/or any other state or
Federal provisions of similar effect.






	16.	 	Review of Agreement. You may not sign this Agreement prior to your
Termination Date. You may take up until your Termination Date (February
13, 2004), which provides you with at least twenty-one (21) days to
consider this Agreement and release. By signing below, you affirm that you
were advised to consult with an attorney before signing this Agreement and
were given ample opportunity to do so. You understand that you may not
sign this Agreement before the Termination Date, and that this Agreement
will not become effective until you return the original properly signed
Agreement to Intuit. You further understand that the amounts to be given
to you, identified in Paragraph 4 above, in exchange for your agreement,
will be paid within 21 business days following your return of the original
properly signed Agreement.






	17.	 	Revocation of Agreement. You acknowledge and understand that you may
revoke this Agreement by sending a written notice of revocation to Sherry
Whiteley any time up to seven (7) days after you sign it. After the
revocation period has passed, however, you may no longer revoke your
Agreement.






	18.	 	Entire Agreement. This is the entire Agreement between you and the
Company with respect to the subject matter of this letter and supersedes
all prior negotiations and agreements, whether written or oral, relating
to this subject matter. You acknowledge that neither the Company nor its
agents or attorneys, made any promise or representation, express or
implied, written or oral, not contained in this Agreement to induce you to
execute this Agreement. You acknowledge that you have signed this
Agreement voluntarily and without coercion, relying only on such promises,





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	 	 	representations and warranties as are contained in this document and
understand that you do not
waive any right or claim that may arise after the date this Agreement
becomes effective.






	19.	 	Modification. By signing below, you acknowledge your understanding that
this Agreement may not be altered, amended, modified, or otherwise changed
in any respect except by another written agreement that specifically
refers to this Agreement, executed by your and the Company’s authorized
representatives.






	20.	 	Governing Law. This Agreement is governed by, and is to be interpreted
according to, the laws of the State of California. If any term of this
Agreement is deemed invalid or unenforceable, the remainder of the
Agreement will remain in full force and effect.





If this Agreement accurately sets forth the terms of your separation from the
Company and if you voluntarily agree to accept the terms of the severance
package offered please sign below on your Termination Date and return it to
Human Resources.




	 	 	PLEASE REVIEW CAREFULLY. THIS AGREEMENT CONTAINS A
RELEASE OF KNOWN AND UNKNOWN CLAIMS.





	 	 	 
	

	 	Sincerely,
	 
	 	 
	

	 	/s/ STEPHEN M. BENNETT
	

	 	
 
	

	 	Stephen M. Bennett
	

	 	President and Chief Executive Officer
	

	 	Intuit Inc.








	 	 	REVIEWED, UNDERSTOOD AND AGREED:





	 	 	 	 	 
	 

	 	/s/ DANIEL L. MANACK
	 	Date: 2/13/04
	

	 	
 	 	 








	 	 	DO NOT SIGN PRIOR TO YOUR TERMINATION DATE






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