exv10w01



 





Exhibit 10.01









November 2, 2007




R. Neil Williams




Dear Neil:



On behalf of the Intuit team, it is with great pleasure that I extend to you this formal offer of
employment, to join us in the position of Chief Financial Officer and Senior Vice President
reporting directly to me as the President and Chief Executive Officer of Intuit Inc. (“Intuit” or
the “Company”) in January 2008. In this role, you will be a Section 16 Officer of Intuit. You will
be 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 Company’s prior approval, or directly or
indirectly, engage or participate in any business that is competitive in any manner with the
business of Intuit.



We have all been impressed by your talents, energy and experience, and are excited about the
prospect of you joining our team.



This offer will remain open until close of business, November 5, 2007. The terms of our offer are
as follows:




START DATE



Your first date of employment with Intuit will be January 7, 2008 (the “Start Date”).




BASE COMPENSATION



For your services, you will be paid an annual base salary of $550,000 payable in bi-weekly
installments and in accordance with Intuit’s standard payroll practices.




ANNUAL PERFORMANCE BONUS ELIGIBILITY



You will be eligible to participate in Intuit’s Performance Incentive Plan (“IPI”), a cash
incentive compensation program. Your target percentage under the IPI will be 75% of your base
salary. 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. IPI payments are
made once a year in late August or September. The actual amount of your award for fiscal year 2008
will be based on Intuit and individual performance; provided that you will be guaranteed a minimum
bonus for fiscal year 2008 of $400,000 so long as you remain an employee of Intuit through the IPI
payment date. IPI payments are made after deduction of required and customary
federal and state income and payroll tax withholdings.



 









 







FIRST ANNIVERSARY BONUS



You will be paid a $200,000 bonus as soon as reasonably possible following the first anniversary of
your Start Date. This bonus will be paid to you after deduction of required and customary federal
and state income and payroll tax withholding. In the event that you resign within twelve months
following the first anniversary of your Start Date with Intuit, you agree to repay a prorated
portion of this bonus back to Intuit. To determine the amount to be repaid, if any, will be equal
to $200,000, less one-twelfth of that amount for every complete month of service after the first
anniversary of your Start Date.




SECOND ANNIVERSARY BONUS



You will be paid a $200,000 bonus as soon as reasonably possible following your second year
anniversary of employment with Intuit. This bonus will be paid to you after deduction of required
and customary federal and state income and payroll tax withholding. In the event that you resign
within twelve months following the second anniversary of your Start Date with Intuit, you agree to
repay a prorated portion of this bonus back to Intuit. To determine the amount to be repaid, if
any, will be equal to $200,000, less one-twelfth of that amount for every complete month of service
after the second anniversary of your Start Date.




EQUITY



Pursuant to the approval of the Compensation and Organizational Development Committee of Intuit’s
Board of Directors, you will be granted a nonqualified stock option to purchase 100,000 shares of
Common Stock of Intuit Inc. (the “New Hire Option.”) The New Hire Option will be granted to you
on the seventh business day of the month following your Start Date. The exercise price per share
will be equal to the closing price of Intuit’s Common Stock on the NASDAQ Stock Market on the date
of grant. If, however, that is not a trading day, the exercise price per share will be the closing
price on the last trading day preceding the date of grant. The New Hire Option will be subject to
the terms of the conditions of your Stock Option Agreement and the Intuit Inc. 2005 Equity
Incentive Plan. The New Hire Options will vest over three years with 33-1/3% of the option shares
vesting twelve months from your Start Date, and an additional 2.778% of the option shares vesting
monthly thereafter for the next two years, provided you remain continuously employed by Intuit Inc.
through each of the vesting dates. The New Hire Option will have a maximum term of seven years.



Additionally, pursuant to approval by the Compensation and Organization Development Committee, you
will be granted 30,000 restricted stock units (the “New Hire Units”). These New Hire Units will be
granted to you on the seventh business day of the month following your Start Date. You will vest
in half of your New Hire Units if you remain continually continuously employed by Intuit through
the second anniversary of the first day of the month of your date of grant (the “First Vesting
Date”). You will vest in the remaining half of your New Hire Units provided you remain
continuously employed by Intuit through the first day of the month of the third anniversary of your
date of grant (the “Second Vesting Date”). Your New Hire Units and the issuance of the underlying
Intuit Inc. Common Stock will be subject to the terms and conditions of your Stock Unit Agreement
and the Intuit Inc. 2005 Equity Incentive Plan.




NONQUALIFIED DEFERRED COMPENSATION PLAN AND

MANAGEMENT STOCK PURCHASE PROGRAM



You will be eligible to enroll in the Intuit Inc. Executive Deferred Compensation Plan (the
“NQDCP”) and in the Management Stock Purchase Program (the “MSPP”), subject to the terms and
conditions of those plans. The NQDCP allows you to defer a portion of your annual base salary
and/or bonus. Deferrals occur pre-tax and are credited to your account under the NQDCP. In
accordance with the terms and conditions of the NQDCP and the Internal Revenue Code, you will be
able to elect to have your contributions credited with earnings pursuant to the investment
alternatives offered under the NQDCP and elect when to take distribution of this contribution and
any earnings credited thereon. Beginning in our 2009 fiscal year, you will be allowed to defer up
to 15% of your annual IPI bonus under the MSPP.



2









 






This deferral will be converted into restricted
stock units based on the fair market value of Intuit’s common stock on the date such bonus is
awarded. Intuit will grant an additional Stock Unit for every Stock Unit purchased through such
deferral, up to set maximums. The Stock Units granted pursuant to the MSPP will be issued under
Intuit’s 2005 Equity Incentive Plan, in accordance with the terms and conditions set forth therein.




EXECUTIVE STOCK OWNERSHIP REQUIREMENT



As an SVP at Intuit, you will be subject to the Executive Stock Ownership Program, under which you
are required to own 15,000 shares of Intuit stock prior to the fifth anniversary of your Start
Date. If you would like more information regarding this program, please let me know.




PERFORMANCE/SALARY REVIEWS



Performance and salary reviews are conducted at least once per fiscal year and usually occur
following the close of Intuit’s fiscal year.




SEVERANCE



Upon termination of your employment with Intuit for any reason, you will receive payment for all
unpaid salary 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. Pursuant to Intuit’s executive vacation
policy, as described further below, we will not accrue vacation for you and therefore you will not
be eligible for payout of unused vacation upon your termination.



Under certain circumstances, 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. All severance benefits shall be paid in a manner consistent with
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the regulations and other Treasury Department guidance thereunder as then in effect. If Intuit
determines that any severance benefits to be provided to you are or may become subject to the
additional tax under Section 409A(a)(1)(B) of the Code (“Section 409A Taxes”) if provided at the
time otherwise set forth below then such payments will be delayed until the date that is six months
after date of your “separation from service” (as such term is defined under Section 409A of the
Code) with the Company, or such shorter period that, as determined by Intuit, is sufficient to
avoid the imposition of Section 409A Taxes.





	 	1.	 	In the event of your Voluntary Termination or Termination For Cause,
you will not be entitled to any severance benefits.
	 
	 	2.	 	In the event of your Involuntary Termination, Termination Without
Cause or Termination Following a Change in Control, conditioned upon your
execution of a general release and waiver of claims (in a form mutually
satisfactory to you and Intuit) against Intuit, its officers and directors and
your satisfying all conditions to make the release effective, you will also be
entitled to (i) a single lump sum severance payment equal to twelve (12) months of
your then current annual base salary and 100% of your annual target bonus for the
then current fiscal year (less applicable deductions and withholdings) payable
within 30 days after the effective date of your termination; and (ii) pro rata
acceleration of the vesting and exercisability of the New Hire Option and the New
Hire Stock Units, calculated as follows:






	 	a.	 	For the New Hire Option: In the event of your
termination prior to the first vesting date of your New Hire Option, 1/36
of the total number of shares subject to the New Hire Option, multiplied
by the number of full months since the Start





3









 





	 	 	 	Date that you remained
continuously employed by Intuit prior to your date of employment
termination, shall immediately vest.
	 
	 	b.	 	For the New Hire Units:






	 	i.	 	In the event of your
termination prior to the First Vesting Date, 1/36 of the total
amount of the New Hire Units, multiplied by the number of full
months since the Start Date that you remained continuously
employed by Intuit prior to your date of employment termination
shall immediately vest.
	 
	 	ii.	 	In the event of your
termination prior to the Second Vesting Date, 1/12 of unvested
New Hire Units, multiplied by the number of full months since
the First Vesting Date that you remained continuously employed
by Intuit prior to your date of employment termination shall
immediately vest.




If your severance and other benefits provided for in this Section constitute “parachute payments”
within the meaning of Section 280G of the Code and, but for this Section, would be subject to the
excise tax imposed by Section 4999 of the Code, then your severance and other benefits under this
paragraph 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 of the Code, in your receipt on an after-tax basis of the
greater amount of severance and other benefits.



Nothing in this section changes the at will nature of your employment as described further below.




Definitions



As used in this letter, the following capitalized terms have the following meanings:





“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 written demand for substantial performance
is delivered to you by Intuit which specifically identifies the manner in which you have not
substantially performed your duties and you have been provided with a reasonable opportunity of
not less than 30 days 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.




“Change in Control” means the effective date upon which (i) any person or entity becomes 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 outstanding 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 outstanding 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 the Start
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 the Start 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.



4









 






“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 Chief Financial Officer and SVP
such that you no longer report directly to the President and CEO, without your prior written
consent; (ii) any reduction in your base annual salary or target bonus opportunity (other than
in connection with a general decrease in the salary or target bonuses for all officers of
Intuit) without your prior consent; (iii) a material breach by Intuit of any of its obligations
hereunder after you provide Intuit with written notice within a reasonable period of time
following such breach and a reasonable opportunity to cure of not less than 30 days;
(iv) failure of any successor to assume this agreement; or (v) a requirement by Intuit, without
your prior written consent, that you relocate your principal office to a facility more than 50
miles from Intuit’s current Mountain View offices;




“Involuntary Termination” is your termination of your employment upon written notice to the
Company at any time for Good Reason.




“Termination For Cause” means the Company’s termination of your employment by written
notice at any time after a finding of Cause.




“Termination Following a Change in Control” means your Involuntary Termination or Termination
Without Cause within one (1) year following a Change in Control.




“Termination Without Cause” means the Company’s termination of your employment by written
notice at any time without a finding of Cause.




“Voluntary Termination” is your termination of your employment upon written notice to the
Company at any time without Good Reason.



401(K) & INTUIT BENEFITS




1. 401(K)



Intuit has a comprehensive benefits package that includes the Intuit Inc. 401(k) Plan. Intuit will
automatically withhold four percent (4%) from your wages each payroll period beginning with
the first payroll period following thirty (30) days after your start date and remit it as a salary
deferral contribution to the 401(k) Plan. These funds will automatically be invested in an
appropriate Fidelity Freedom Fund. Of course, you may elect at any time, to contribute more or less
of your wages—or not at all—to the 401(k) Plan. In addition, you are encouraged to select the
investment funds that meet your personal financial objectives. By signing below, you agree to this
withholding from your wages until you take express action otherwise.




2. GROUP HEALTH INSURANCE



You will be eligible for group health insurance (which includes medical, dental and vision),
effective as of your Start Date. You will also be eligible to participate in Intuit’s other
benefit plans in accordance with the terms and conditions of those plans.



At your New Hire Orientation, you will receive more information about the entire Intuit benefits
plans, including, if you so choose, how to opt-out entirely from participation in the 401(k) Plan
and how to change your investment funds or deferral percentage of participation.




3. VACATION



As an executive at Intuit, you will be exempt from the normal limits on vacation as defined in
Intuit’s standard policy and Intuit will not accrue paid vacation time for you. It is expected
that you will take paid time off as needed and at your discretion, subject only to my approval.



5









 







4. SICK DAYS



Your sick leave will accrue at the rate of 40 hours per year (1.54 hours per bi-weekly pay period)
in accordance with Intuit’s sick leave policy.




BACKGROUND CHECK



This offer, and your employment, is contingent on Intuit’s verification of background information,
even if you should begin employment before completion of Intuit’s background check.




ABSENCE OF CONFLICTS AND CONFIDENTIALITY



This letter confirms our understanding that you are not subject to any employment agreement or
other agreement that would preclude us from offering this position to you or you joining our
organization. This also confirms that you 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.




EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT



You will execute and abide by Intuit’s Employee Invention Assignment and Confidentiality Agreement,
as a condition of employment. A copy of this agreement has been provided to you. Please return an
executed copy to me along with your signed offer letter.




WORK AUTHORIZATION



United States federal law requires Intuit to document an employee’s authorization to work in the
United States. To comply, Intuit must have a completed Form I-9 for you within three business
days of your Start Date. You agree to provide Intuit with documentation required by the Form I-9
to confirm you are legally authorized to work in the United States. You understand and agree that
if you do not comply with this requirement by close of business on the third business day following
your Start Date, you will be placed on unpaid leave for up to five days to comply. You further
understand and agree that failure to provide the necessary documentation by the end of the leave of
absence period will result in termination of employment.



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 for any reason or no
reason by yourself or Intuit. This at-will employment relationship can only be modified in writing
signed by me or Intuit’s Senior Vice President of Human Resources.



This letter constitutes the entire agreement between you and Intuit and supersedes any and all
prior agreements between the parties regarding 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 and confirm your planned start date. One of these letters
is for your records. Please call me on my cell and we will make arrangements for you to get the
signed letter to me.




6









 







We look forward to you joining the Intuit team.




Sincerely,




/s/ BRAD D. SMITH




Brad D. Smith,

Intuit

Senior Vice President




AGREED AND ACCEPTED:




/s/
R. NEIL WILLIAMS
          11/2/07          

R. Neil Williams           Date





7