Exhibit 10.21



 



EXHIBIT 10.21




	 	 	P.O. Box 7850

Mountain View, CA 94039-7850

www.intuit.com



July 31, 2003



Lorrie Norrington


Amended and Restated

Employment Agreement



Dear Lorrie:


     This letter amends and restates your July 30, 2001 Employment Agreement
with Intuit Inc. (“Intuit” or the
“Company”).


     1.     Position. You are employed by Intuit as its Executive Vice President,
Office of the CEO. Your employment will continue until termination pursuant to
Section 6. You report to the President and Chief Executive Officer of Intuit.
You are expected to devote your full working time and attention to the business
of Intuit, and you will not render services to any other business without the
prior approval of the Board of Directors or, directly or indirectly, engage or
participate in any business that is competitive in any manner with the business
of Intuit. You are also expected to comply with and be bound by the Company’s
operating policies, procedures and practices that are from time to time in
effect during the term of your employment.


     2.     Base Salary. Your base salary for the fiscal year beginning August
2003 will be $570,000, payable in accordance with Intuit’s normal payroll
practices with such payroll deductions and withholdings as are required by law.
Your base salary will be reviewed on an annual basis and increased from time
to time, but in any event such compensation shall not be reduced below $475,000
during your term of employment.


     3.     Bonus. Your bonus for the period February 1, 2003 through July 31,
2003 and your annual performance bonus for the fiscal year beginning August 1,
2003 and subsequent fiscal years will be determined pursuant to Intuit’s Senior
Executive Incentive Plan (the “SEIP”), a cash bonus incentive plan designed to
meet the performance-based compensation exemption under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”). Your bonus, if any,
will be payable upon your attainment of one or more performance goals in
accordance with the SEIP. Effective with the fiscal year beginning August
2003, your bonus target will be 70% of your base salary. You have no minimum
annual bonus commitment. Your maximum annual bonus will be no greater than
$5,000,000, the maximum annual bonus payable to any one individual under the
SEIP.


 







 


     4.     Stock Options. On July 31, 2001 (your “Employment Commencement
Date”), the Compensation Committee of the Board of Directors granted you a
nonqualified stock option to purchase 350,000 shares of Intuit common stock at
an exercise price equal to such common stock closing price on your Employment
Commencement Date (the “Option”). The Option was granted pursuant to and
subject to the terms of the Intuit Inc. 1993 Equity Incentive Plan. For so
long as you remain employed by Intuit, the Option will vest and become
exercisable over a four year period as follows: twenty-five percent (25%) of
the shares subject to the Option vests and become exercisable on the first
anniversary of your Employment Commencement Date and one forty-eighth
(1/48th)
of the shares subject to the Option vests and become exercisable on the last
day of each month following the first anniversary of t your Employment
Commencement Date. The Option will have a maximum term of 10 years from the
date of grant, but will terminate earlier in the event your employment
terminates. The specific time period during which you may exercise the Option
following the termination of your employment, where not provided by this
agreement, are set forth in your Stock Option Agreement pursuant to which the
Option was awarded. You should consult a tax advisor concerning your income
tax consequences before exercising any of the options. Intuit registered the
shares issuable under the Option on a Form S-8 registration statement and shall
keep such registration statement in effect for the entire period the Option
remains outstanding.


     5.     Other Benefits. You are entitled to the following additional benefits:


          (a) You are eligible for health insurance, 401(k), employee stock purchase
plan and other benefits offered to all Intuit senior executives of similar rank
and status.



          (b) You are eligible for reasonable reimbursement of expenses incurred
within the two (2) year period following your Employment Commencement Date in
connection with your relocation to California, including any brokerage
commissions and closing costs associated with the sale of your former principal
residence outside of California and the purchase of your principal California
residence.



          (c) In May 2002, Intuit provided you with a recourse loan in the amount of
$5,500,000 (the “Loan”). The Loan is secured with a first mortgage on your
principal California residence and is repayable to Intuit four years from the
date of your termination of employment for reasons other than a Voluntary
Termination or a Termination for Cause (both as defined in Section 6 below) or
within six (6) months following your Voluntary Termination or Termination for
Cause or at the end of the 10 year term. Interest accrues at the rate of 5.77%
per annum, compounded semi-annually on $500,000 of the Loan and is payable
annually. No interest will accrue on $5,000,000 of the Loan for the period of
the earlier of: (i) four (4) years following the date such Loan is made, or
(ii) the date of your Termination for Cause or Voluntary Termination (both as
defined in Section 6 below). Thereafter, interest will accrue on the full
$5,500,000 of the Loan at the rate of 5.77% per annum, compounded
semi-annually, and will be payable annually.



 






 





          (d) Intuit will reimburse you for the cost of a life insurance policy for
the amount of the Loan with the understanding that the proceeds of such policy
will pay off the Loan upon your death.



          (e) If within one year following your termination of employment other than
a Termination for Cause or Voluntary Termination (both as defined in Section 6
below) you sell your principal California residence (purchased pursuant to
Section 5(b) above) Intuit will split with you any loss on the sale of such
residence on a fifty/fifty basis. For purposes of this Section 5(e), “loss”
means the difference between the cost of the principal residence and the price
at which you sell it.



     6.     Employment and Termination. Your employment with Intuit is at-will and
may be terminated by you or by Intuit at any time for any reason as follows:


          (a) You may terminate your employment upon written notice to the
President/Chief Executive Officer at any time for “Good Reason,” as defined
below (an “Involuntary Termination”);



          (b) You may terminate your employment upon written notice to the
President/Chief Executive Officer at any time in your discretion without Good
Reason (“Voluntary Termination”);



          (c) Intuit may terminate your employment upon written notice to you at any
time following a determination by two-thirds (2/3) vote of the entire Board of
Directors that there is “Cause,” as defined below, for such termination
(“Termination for Cause”);



          (d) Intuit may terminate your employment upon written notice to you at any
time in the sole discretion of two-thirds (2/3) of the entire Board of
Directors without a determination that there is Cause for such termination
(“Termination without Cause”);



          (e) Your employment will automatically terminate upon your death or upon
your disability as determined by the Board of Directors (“Termination for Death
or Total Disability”); provided that “total disability” shall mean that for a
period of one hundred eighty (180) days (A)(i) for so long as such definition
is used for purposes of Intuit’s group life insurance and accidental death and
dismemberment plan or group or long term disability plan, that you are unable
to perform each of the material duties of any gainful occupation for which you
are or become reasonably fitted by training, education or experience and which
total disability is in fact preventing you from engaging in any employment or
occupation for wage or profit; or (ii) if such definition has changed, such
other definition of “total disability” as determined under Intuit’s group life
insurance and accidental death and dismemberment plan or group long term
disability plan; and (B) Intuit shall have received from your primary care
physician a certificate that your total disability is likely to be permanent.



     7.     Definitions. As used in this agreement, the following terms have the
following meanings:


          (a) “Good Reason” means (i) a reduction in your title or a material
reduction in your duties or responsibilities that is inconsistent with your
position as



 






 





Executive Vice President, Office of the CEO or a change in your
relationship such that you no longer report directly to the Chief Executive
Officer; (ii) if within the first four (4) years following your Employment
Commencement Date, Stephen Bennett’s no longer being a Section 16 officer, as
such term is defined in Section 16 of the Securities Exchange Act of 1934, as
amended (a “Section 16 Officer”) or director of Intuit without your being
offered the position of Chief Executive Officer of Intuit; (iii) any reduction
in your base annual salary or bonus opportunity (other than in connection with
a general decrease in the salary or bonuses for all officers of Intuit) without
your consent or material breach by Intuit of any of its obligations hereunder
after providing Intuit with written notice within seven days of such breach and
an opportunity to cure; (iv) failure of any successor to assume this agreement
pursuant to Section 13(d) below; (v) a requirement by Intuit that you relocate
your principal office to a facility more than 50 miles from Intuit’s current
headquarters; or (vi) in the case of a Change in Control, your not being
offered a position as a Section 16 Officer of the surviving entity or acquiror
that results from any Change in Control. You consent to your participation in
the SEIP and agree that the removal of a minimum guaranteed bonus to comply
with the performance-based compensation exemption under Code Section 162(m)
does not constitute Good Reason for purposes of this Section 7(a).


          (b) “Cause” means (i) gross negligence or willful misconduct in the
performance of your duties to Intuit (other than as a result of a disability)
that has resulted or is likely to result in substantial and material damage to
Intuit, after a demand for substantial performance is delivered to you by the
Chief Executive Officer which specifically identifies the manner in which you
have not substantially performed your duties and you have been provided with a
reasonable opportunity to cure any alleged gross negligence or willful
misconduct; (ii) commission of any act of fraud with respect to Intuit; or
(iii) conviction of a felony or a crime involving moral turpitude causing
material harm to the business and affairs of Intuit. No act or failure to act
by you shall be considered “willful” if done or omitted by you in good faith
with reasonable belief that your action or omission was in the best interests
of Intuit.



          (c) “Change in Control” means (i) any person or entity becoming the
beneficial owner, directly or indirectly, of securities of Intuit representing
fifty (50%) percent of the total voting power of all its then outstanding
voting securities, (ii) a merger or consolidation of Intuit in which its voting
securities immediately prior to the merger or consolidation do not represent,
or are not converted into securities that represent, a majority of the voting
power of all voting securities of the surviving entity immediately after the
merger or consolidation, (iii) a sale of substantially all of the assets of
Intuit or a liquidation or dissolution of Intuit, or (iv) individuals who, as
of your Employment Commencement Date, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
such Board; provided that any individual who becomes a director of Intuit
subsequent to your Employment Commencement Date, whose election, or nomination
for election by Intuit stockholders, was approved by the vote of at least a
majority of the directors then in office shall be deemed a member of the
Incumbent Board.



          8.     Separation Benefits. Upon termination of your employment with Intuit
for any reason, you will receive payment for all unpaid salary and vacation
accrued



 






 





to the date of your termination of employment; and your benefits will be
continued under Intuit’s then existing benefit plans and policies for so long
as provided under the terms of such plans and policies and as required by
applicable law. Under certain circumstances and conditioned upon your
execution of a release and waiver of claims against the Company, its officers
and directors, you will also be entitled to receive severance benefits as set
forth below, but you will not be entitled to any other compensation, award or
damages with respect to your employment or termination.


          (a) In the event of your Voluntary Termination or Termination for Cause,
you will not be entitled to any cash severance benefits or additional vesting
of stock options.



          (b) In the event of your Involuntary Termination or Termination without
Cause, you will be entitled to (i) a single lump sum severance payment equal to
eighteen (18) months of your current annual base salary (less applicable
deductions and withholdings) payable within 30 days after the effective date of
your termination; (ii) a payment equal to the target bonus you would have
earned pursuant to Section 3 above during the eighteen (18) months following
your termination if you had achieved 100% of the target (less applicable
deductions and withholdings) payable within 30 days after the effective date of
your termination; (iii) immediate acceleration of the vesting and
exercisability of the Option by that portion of the shares subject to the
Option that would have vested and become exercisable in the eighteen (18) full
calendar months following the effective date of such termination; and (iv) a
one (1) year period following the effective date of your termination in which
to exercise the Option to the extent that the Option had vested as of the
effective date of your termination, including the portion of the Option that
has accelerated in vesting pursuant to this Section 8(b)(iii).



          (c) In the event of your Termination for Death or Total Disability, the
vesting and exercisability of the Option shall be immediately accelerated by
that portion of the shares subject to the Option that would have vested and
become exercisable during the twelve (12) months following the date of such
termination; and you or your estate will have until one year after the
effective date of your death or disability to exercise the Option to the extent
that it was vested as of the effective date of your termination; provided,
however, that in the event that applicable provisions of the Intuit Inc. 1993
Equity Incentive Plan provide for additional acceleration of vesting or a
longer exercisability period, such provisions will govern the treatment of the
Option.



          (d) If your severance and other benefits provided for in this Section 8
constitute “parachute payments” within the meaning of Section 280G of the Code
and, but for this subsection, would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code, then your severance and other
benefits under this Section 8 will be payable, at your election, either in full
or in such lesser amount as would result, after taking into account the
applicable federal, state and local income taxes and the excise tax imposed by
Section 4999, in your receipt on an after-tax basis of the greatest amount of
severance and other benefits.



          (e) No payments due you hereunder shall be subject to mitigation or
offset.



 






 





     9.     Indemnification Agreement. The standard form of indemnification
agreement for officers and directors that you entered into when you commenced
employment with Intuit to indemnify you against certain liabilities you may
incur as an officer or director of Intuit shall remain in effect.


     10.     Confidential Information and Invention Assignment Agreement. The
standard form of Employee Agreement that you entered into when you commenced
employment with Intuit to protect Intuit’s confidential information and
intellectual property shall remain in effect.


     11.     Nonsolicitation. During the term of your employment with Intuit and
for one year thereafter, you will not, on behalf of yourself or any third
party, solicit or attempt to induce any employee of Intuit to terminate his or
her employment with Intuit.


     12.     Arbitration. The parties agree that any dispute regarding the
interpretation or enforcement of this agreement shall be decided by
confidential, final and binding arbitration conducted by Judicial Arbitration
and Mediation Services (“JAMS”) under the then existing JAMS rules rather than
by litigation in court, trial by jury, administrative proceeding or in any
other forum.


     13.     Miscellaneous.


          (a) Authority to Enter into Agreement. Intuit represents that its
President and Chief Executive Officer has due authority to execute and deliver
this agreement on behalf of Intuit.



          (b) Absence of Conflicts. You represent that your performance of your
duties under this agreement will not breach any other agreement as to which you
are a party.



          (c) Attorneys Fees. If a legal action or other proceeding is brought for
enforcement of this agreement because of an alleged dispute, breach, default,
or misrepresentation in connection with any of the provisions of this
agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys’ fees and costs incurred, both before and after judgment,
in addition to any other relief to which they may be entitled.



          (d) Successors. This agreement is binding on and may be enforced by
Intuit and its successors and assigns and is binding on and may be enforced by
you and your heirs and legal representatives. Any successor to Intuit or
substantially all of its business (whether by purchase, merger, consolidation
or otherwise) will in advance assume in writing and be bound by all of Intuit’s
obligations under this agreement.



          (e) Notices. Notices under this agreement must be in writing and will be
deemed to have been given when personally delivered or two days after mailed by
U.S. registered or certified mail, return receipt requested and postage
prepaid. Mailed notices to you will be addressed to you at the home address
which you have most recently communicated to Intuit in writing, with a copy to
Paul M. Ritter, Esq., Kronish Lieb



 






 





Weiner & Hellman LLP 1114 Avenue of the Americas, New York, N.Y. 10036.
Notices to Intuit will be addressed to its General Counsel at Intuit’s
corporate headquarters.


          (f) Waiver. No provision of this agreement will be modified or waived
except in writing signed by you and an officer of Intuit duly authorized by its
Board of Directors. No waiver by either party of any breach of this agreement
by the other party will be considered a waiver of any other breach of this
agreement.



          (g) Entire Agreement. This agreement represents the entire agreement
between us concerning the subject matter of your employment by Intuit.



          (h) Governing Law. This agreement will be governed by the laws of the
State of California without reference to conflict of laws provisions.



     Please indicate your acceptance of the terms of this agreement by signing
in the place indicated below.



	 	 	 
	Very truly yours,	 	
Accepted July 31, 2003:
	 	 	 
	    /s/ Stephen M. Bennett	 	
    /s/ Lorrie M. Norrington
	
	 	


	Stephen M. Bennett	 	
Lorrie Norrington
	President and Chief Executive Officer
Intuit Inc.