exv10w11



 

 



EXHIBIT 10.11




	 	 	 
	
	 

	 	PO Box 7850, MS 2550
	 

	 	Mountain View, CA 94039-7850







January 7, 2004

[Revised January 22, 2004]



Tom Allanson








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
February 2, 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.






	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 16 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 $334,595.50 which is eleven
(11) months’ of your current $365,000.00 annual salary, 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 before the payment
is made to you.
	 
	 	b.	 	Bonus. The Company will provide you with a bonus
payment in the amount of $219,000.00 which is equal to 100% of
your 60% base target under Intuit’s Performance Incentive Plan
(the “IPI”) for the 2004 fiscal year (August 1, 2003




 









 






	 	 	 	through
July 31, 2004). This bonus 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.
	 
	 	c.	 	Company Paid 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 timely elect COBRA continuation, Intuit will pay your
COBRA premiums through December 31, 2004. Thereafter, 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 for the remainder of the COBRA
continuation period. 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.






	4.	 	Your Intuit Loan. Intuit confirms receipt of your payment for the full
outstanding principal and accrued interest balance under your $1,044,000
Secured Balloon Payment Promissory Note dated as of April 18, 2002. The
note has been cancelled and Intuit has authorized the escrow company to
file the documents necessary to release Intuit’s security interest in your
home for the Note. If you have any questions regarding the cancelled
note, please contact Jeanine Corr at Intuit. Her direct dial is (650)
944-3294.






	5.	 	Equity Compensation.






	 	A.	 	Stock Options.






	 	 	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 any options you have to purchase Intuit
stock, 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 Units.






	 	 	The Company has granted you two stock bonus awards in accordance with the
Executive Stock Ownership Program as matching unit awards for share
purchases you made under the Company’s Employee Stock Purchase Plan (the
“ESPP”). The Company awarded you a matching unit award for 207 shares
for your purchase of 414 shares under the ESPP on June 13, 2003. The
Company awarded you a matching unit award for 104 shares for your
purchase of 208 shares under the ESPP on September 15, 2003. The Company
awarded you a matching unit award for 1 share for your purchase of 3 shares
under the ESPP on December 15, 2003 (collectively referred to as
the “Awards”).






	 	 	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 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.





Page 2 of 6
Intuit Confidential









 






	 	 	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.
	 
	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. Notwithstanding the foregoing you
may keep the laptop computer and its associated accessories that the
Company issued to you. You agree to provide the computer to the Company
for a reasonable period of time in order that the Company may scrub it to
remove proprietary and confidential information.






	7.	 	Confidential Information 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 agree that
you will comply with your continual obligations pursuant to any employee
invention assignment and confidentiality agreements you entered into with
the Company, including without limitation your agreement not to directly
or indirectly solicit away employees or consultants of the Company for
your benefit or for the benefit of any other person or entity for a period
of twelve months following your Termination Date. You further agree that
you will comply with your continuing obligations pursuant to your Offer
Letter from Intuit.






	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 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




Page 3 of 6
Intuit Confidential









 






	 	 	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 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.




Page 4 of 6
Intuit Confidential









 












	14.	 	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.






	15.	 	Review of Agreement. You may not sign this Agreement prior to your
Termination Date. You may take up until your Termination Date (February
2, 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.






	16.	 	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.






	17.	 	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,
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.






	18.	 	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.






	19.	 	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.




Page 5 of 6
Intuit Confidential









 











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 Office
	

	 	Intuit Inc.








	 	 	REVIEWED, UNDERSTOOD AND AGREED:





	 	 	 	 	 
	 

	 	/s/ TOM ALLANSON
	 	Date: 2/17/04
	

	 	
 	 	 
	

	 	Tom Allanson	 	 








	 	 	DO NOT SIGN PRIOR TO YOUR TERMINATION DATE





Page 6 of 6
Intuit Confidential