exv10w09



 

  



EXHIBIT 10.09




	 	 	 
	
	 

	 	PO Box 7850, MS 2550
	 

	 	Mountain View, CA 94039-7850







January 8, 2004




Tom Weigman








Re: Separation Terms and Release Agreement




Dear Tom:




     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
January 12, 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 acknowledge and agree that you will not
be entitled to any payment under the Company’s Performance Incentive Plan
(“IPI”) for the fiscal year ending July 31, 2004 or any period.
	 
	3.	 	Consideration For Release. In consideration of the waiver and release
of claims set forth in Paragraphs 8 and 9 below, and by your signing this
Release Agreement (“the Agreement”), the Company agrees to provide you
with the payments and benefits listed below. These payments and benefits
are 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 17 below, the Company has no
obligation to provide you with any of the following:






	 	a.	 	Severance Package. The Company will provide you
with a lump sum payment equal to your salary for the period
January 13, 2004 through March 31, 2004, less any amounts that
you owe to the Company as of the Termination Date. The
severance will be paid at your regular base salary rate as of
the date of this Agreement. The severance payment will be
paid within 21 business days following your signing and return
of this Agreement. All normal and appropriate withholdings
and deductions will be applied.
	 
	 	b.	 	Sign on Bonus. No repayment of your $200,000
sign-on bonus will be required.




 









 






	 	c.	 	Lease Termination Reimbursement. The Company
will reimburse you up to $25,000 for the expense to you of
terminating the twelve-month lease you entered
into on December 1, 2003 for residential real property, provided
you have submitted a receipt or other acceptable supporting
documentation to Sherry Whiteley before July 31, 2004. The
Company will follow all required and customary tax withholding
and income reporting requirements with respect to this
reimbursement. The Company will provide you with tax assistance
(gross up) for applicable taxes. This tax assistance will be
calculated pursuant to the Company’s standard gross up
calculation methodology.
	 
	 	d.	 	Shipment of Items. The Company will pay to ship
your two cars and personal belongings that are in California
to Connecticut. The Company will engage its outside
relocation vendor Cendant Mobility to arrange for the shipment
of these items. The Company will follow all required and
customary tax withholding and income reporting requirements
with respect to its payment for the shipment of the items.






	4.	 	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 under
COBRA, you may continue health coverage pursuant to the terms and
conditions of COBRA at your own expense pursuant to the terms and
conditions of COBRA. To continue coverage, COBRA requires you to timely
elect continuation coverage and pay premiums. 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.






	5.	 	Stock Options. The stock options you have to purchase Intuit stock will
expire without ever having become exercisable as to any shares. The
Company will provide you with a Stock Closing Statement and Intuit
Employee Stock Option Information Memorandum that contains important
information regarding these. Please contact Sharon Savatski at Intuit if
you need more information on your options. Her direct dial is
650-944-6504.






	6.	 	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.






	7.	 	Confidential Information, Non-Competition and Non-Solicitation. 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 August 9, 2003 Offer Letter from Intuit,
including, without limitation, your twelve month non-solicitation
obligations under the non-disclosure and employee invention assignment and
confidential information agreement you signed when you began employment
with the Company.






	8.	 	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





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	 	 	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.”






	9.	 	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 state statutes
of similar effect.






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





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	 	 	terms of your separation will not disparage
you or the services you have performed for the Company.
	 
	11.	 	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.






	12.	 	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 13 (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.






	13.	 	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.






	14.	 	Confidentiality. You agree to keep the contents, terms and conditions of
this Agreement confidential and not disclose them except to your spouse,
attorneys, and financial advisors or as required by subpoena or court
order. Any breach of this confidentiality provision will be deemed a
material breach of this Agreement.






	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 (January
12, 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 3 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





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	 	 	 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, 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/ SHERRY A. WHITELEY
	

	 	
 
	

	 	Sherry A. Whiteley
	

	 	Senior Vice President,
	

	 	Human Resources
	

	 	Intuit Inc.








	 	 	REVIEWED, UNDERSTOOD AND AGREED:





	 	 	 	 	 
	 

	 	/s/ TOM WEIGMAN
	 	Date: Jan. 12, 2004
	

	 	
 	 	 
	

	 	Tom Weigman	 	 








	 	 	DO NOT SIGN PRIOR TO YOUR TERMINATION DATE






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