Separation Agreement



 



EXHIBIT 10.01





December 30, 2002


Greg J. Santora


     Re: Separation Agreement


Dear Greg:


     This letter confirms the terms of your separation from the employment of
Intuit Inc., a Delaware corporation, with offices at 2535 Garcia Avenue,
Mountain View, CA 94043 (the “Company”).


     1.     Termination Date. Your employment with the Company is terminated
effective February 14, 2003 (the “Termination Date”).


     2. Shares. Assuming you do not exercise any stock options between today’s
date and the Termination Date, on the Termination Date, you will hold vested
options to purchase shares of Intuit’s Common Stock as indicated on the
Personnel Option Status report, attached hereto, as Exhibit A. Your options
will continue to vest until the Termination Date (but not thereafter) and will
remain exercisable for so long as you remain a member of a Board of Directors
of an Intuit subsidiary, and Intuit will amend your options accordingly. The
Company agrees that it will take all reasonable action necessary to continue
your membership on two such Boards of Directors (Intuit Ventures Inc. and
Quicken Investment Services Inc.) through July 31, 2004, except that the
Company may remove you either: a) for “Cause” which shall mean (i) your
conviction or admission of any crime involving dishonesty or moral turpitude;
(ii) your participation in any act of fraud or malfeasance against the Company
or its subsidiary; (iii) your violation of any provision of this Agreement or
your Employee Proprietary Information and Confidentiality Agreement; (iv) your
violation of any of the policies of the Company or its subsidiaries, including
but not limited to the Company’s Insider Trading Policy or Business Conduct
Guide; or (v) other misconduct in connection with the performance of your
duties as a director; or b) at any time without Cause if Intuit no longer has
the power to elect a majority of the members of the subsidiary’s board. You
agree to resign from all such Intuit subsidiary Boards of Directors effective
July 31, 2004 (your “Board Termination Date”). Breach of your obligation to so
resign shall be deemed a material breach of this Agreement. In accordance with
the terms of your original Stock Option Grant Agreements, you will have ninety
(90) days following your Board Termination Date (October 29, 2004) in which to
exercise your options. You acknowledge that you have no additional options
other than those listed on Exhibit A.


 






 


     3.     Payment of Wages. On the Termination Date, the Company will deliver to
you a final paycheck for all accrued wages, salary, bonuses, reimbursable
expenses, accrued but unused vacation pay and any similar payments due and
owing to you from the Company as of the Termination Date. By acceptance of
this final paycheck you are acknowledging that the Company does not owe you any
other amounts.


     4.     COBRA Coverage. You have the option, at your own expense, to extend
the health insurance coverage currently provided by the Company for a period of
18 months from the Termination Date pursuant to the terms and conditions of
COBRA. You have 60 days from the Termination Date to notify the Company in
writing of your election to so continue your continuation coverage, pursuant to
the terms and conditions of COBRA and at your own expense.


     5.     Severance Payment. Provided you sign the General Release of all claims
attached hereto as Exhibit B (the “Release”) on or promptly following February
14, 2003 you will receive, as severance, payment in an amount equivalent to
your current base salary for eighteen (18) months. You will also be paid
Fifty-Five Thousand Dollars ($55,000), in lieu of Intuit’s paying the cost of
COBRA and other benefits for 18 months. This severance pay is in addition to
any amounts due you from the Company and is given as consideration for the
Release. This severance will be paid to you in one lump sum within two weeks
of your signing Exhibit B. All normal withholding and deductions will be
applied.


     6.     Intuit’s Performance Incentive Plan. Provided you sign the Release on
or promptly following February 14, 2003, your participation in Intuit’s
Performance Incentive Plan (the “IPI”) for the 2003 fiscal year (August 1, 2002
through July 31, 2003) will be paid at 100% of your target ($252, 000). This
IPI bonus will be paid to you in September 2003 at the time Company employees
receive their IPI payouts for the 2003 fiscal year. All normal withholdings
and deductions will be applied.


     7.     Soliciting, Recruiting, and Return of Company Property. You
acknowledge and agree that for a period of eighteen (18) months after the
Termination Date, you will not directly or indirectly solicit or recruit away
employees or consultants of the Company for your own benefit or for the benefit
of any other person or entity. You hereby also represent and warrant to the
Company that by the Termination Date, you will return to the Company any and
all property or data of the Company of any type whatsoever that may have been
in your possession or control, except that you may keep your laptop, monitor,
and cell phone and you may retain such data as you may need to perform your
duties as a director of an Intuit subsidiary. You agree that you will delete
all Intuit Confidential or Proprietary Information from your laptop immediately
following the Termination Date, except such information as you may need to
access in your capacity as a director of an Intuit subsidiary.


     8.     Confidential Information. You hereby acknowledge that as a result of
your employment with the Company you have had access to the Proprietary
Information (as defined in the confidentiality agreement you signed upon hire
with Company) of the Company, that said


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confidentiality agreement obligates you
to hold all such Proprietary Information in strictest
confidence and that you may not make any use of such Proprietary
Information on behalf of any third party. You further confirm that by
Termination Date you will deliver to the Company all documents and data of any
nature containing or pertaining to such Proprietary Information and that you
will not take with you any such documents or data or any reproduction thereof
except to the extent that you need to maintain such information in your
capacity as a director of an Intuit subsidiary.


     9.     Release of Claims. In exchange for the benefits described in Paragraphs
5 and 6 above, you agree to execute the General Release attached hereto as
Exhibit B on or promptly following February 14, 2003.


     10.     Responsibilities and Filings: This confirms that although you remain
an Intuit employee until the Termination Date, as of the end of the day on
January 5, 2003 you will resign your position as CFO and Sr. Vice President of
Intuit Inc. (you maintain your directorships on the Boards of Directors of the
Intuit subsidiaries named above) and will cease to serve as an executive
officer of Intuit Inc. for purposes of Section 16 of the Securities Exchange
Act of 1934. From January 6, 2003 until your Termination Date, you will
continue to provide support as needed to Intuit Inc. related to the preparation
of Intuit Inc.’s FY03 second quarter financial statements, such support to
include providing all appropriate information and representations related to
such financial statements and their preparation. After January 5, 2003, you
will no longer be subject to Section 16, except any remaining filing
requirements or potential liabilities under Section 16. You will remain an
“access person” and you will be subject to Intuit’s Insider Trading Policy for
Access Personnel through the Termination Date.


     11.     Legal and Equitable Remedies; Arbitration. You agree that you and 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 you or the Company may have
at law or in equity for breach of this Agreement. You and the Company agree
that any dispute or claim of any nature arising between you and the Company,
other than claims for workers’ compensation, claims under Section 16(b) of the
Securities Exchange Act, claims under the Indemnity Agreement referred to in
Paragraph 16, below, claims for unemployment benefits or trade secret
misappropriation, shall be submitted to final and binding arbitration before a
neutral arbitrator. The arbitrator shall be selected according to the
commercial arbitrator selection procedures of the American Arbitration
Association, and his or her fees shall be shared equally by the parties. The
arbitrator shall decide any such claim and may grant any relief authorized by
law. The arbitrator shall issue a written award and opinion. Nothing
contained herein shall preclude you or the Company from seeking a temporary
injunction or other provisional relief where appropriate. This provision is
governed by the California arbitration statute, Code of Civil Procedure §1280
et seq.


     12. Attorneys’ Fees. If any action at law or in equity 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.


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     13.     Confidentiality. The contents, terms and conditions of this Agreement
shall be kept confidential by you and shall not be disclosed except to your
accountants, attorneys, spouse, or pursuant to subpoena or court order. Any
breach of this confidentiality provision shall be deemed a material breach of
this Agreement.


     14.     No Admission of Liability. This Agreement is not and shall not be
construed or contended by you to be an admission or evidence of any wrongdoing
or liability on the part of the Company, its representatives, heirs, executors,
attorneys, agents, partners, officers, shareholders, directors, employees,
subsidiaries, affiliates, divisions, successors or assigns. This Agreement
shall 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 acknowledge your understanding that you may
take up to twenty-one (21) days to consider this Agreement and Exhibit B and
that you have been advised to consult with an attorney prior to executing this
Agreement. You further acknowledge that you understand that you may revoke your
agreement within seven (7) days of your execution of this Agreement or Exhibit
B and that any consideration paid to you will be paid only after that seven (7)
day revocation period has expired.


     16.     Indemnification. The Company acknowledges its obligations under the
Indemnity Agreement between you and the Company, attached hereto as Exhibit C.
In addition, the Company agrees the “D&O Insurance” referenced in the Indemnity
Agreement shall continue to cover and include you for the period of time
described in said Agreement.


     17.     Entire Agreement. This Agreement constitutes the entire agreement
between you and the Company with respect to the subject matter hereof and
supersedes all prior negotiations and agreements, whether written or oral,
relating to such subject matter. You acknowledge that neither the Company nor
its agents or attorneys, have made any promise, representation or warranty
whatsoever, either express or implied, written or oral, which is not contained
in this Agreement for the purpose of inducing you to execute the Agreement, and
you acknowledge that you have executed this Agreement in reliance only upon
such promises, representations and warranties as are contained herein.


     18.     Modification. It is expressly agreed 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, duly
executed by authorized representatives of each of the Parties hereto.


     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 or application thereof is deemed invalid or unenforceable, the
remainder of the Agreement shall remain in full force and effect.


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     If this letter accurately sets forth the terms of your separation from the
Company, please sign the attached copy and return it to the undersigned.



	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	
Intuit Inc.	 	 
	 	 	 	 	 
	 	 	
By:
	 	/s/ Stephen M. Bennett


Stephen M. Bennett

President and Chief Executive Officer



READ, UNDERSTOOD AND AGREED



	 	 	 	 	 
	/s/ Greg J. Santora


Greg J. Santora	 	
Date:
	 	1/5/03






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EXHIBIT A


PERSONNEL OPTION STATUS REPORT


 



AS OF 2/14/03



Greg J Santora

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	

			Option		
	Number		Date		Plan		Type		Granted		Price		Exercised		Vested		Cancelled		Unvested
	
	

	
    
    M02128
    

    	 	
    3/27/97
    	 	 	93	 	 	 	NQ	 	 	 	24,999	 	 	$	7.9167	 	 	 	24,999	 	 	 	24,999	 	 	 	0	 	 	 	0	 
	
    
    M02129
    

    	 	
    3/27/97
    	 	 	93	 	 	 	NQ	 	 	 	21,000	 	 	$	7.9167	 	 	 	21,000	 	 	 	21,000	 	 	 	0	 	 	 	0	 
	
    
    M02130
    

    	 	
    3/27/97
    	 	 	93	 	 	 	NQ	 	 	 	52,500	 	 	$	7.9167	 	 	 	52,500	 	 	 	52,500	 	 	 	0	 	 	 	0	 
	
    
    012338
    

    	 	
    8/1/97
    	 	 	93	 	 	 	NQ	 	 	 	30,000	 	 	$	9.0000	 	 	 	30,000	 	 	 	30,000	 	 	 	0	 	 	 	0	 
	
    
    015080
    

    	 	
    8/3/98
    	 	 	93	 	 	 	NQ	 	 	 	45,000	 	 	$	16.3750	 	 	 	45,000	 	 	 	45,000	 	 	 	0	 	 	 	0	 
	
    
    016039
    

    	 	
    12/21/98
    	 	 	93	 	 	 	NQ	 	 	 	30,000	 	 	$	23.3333	 	 	 	30,000	 	 	 	30,000	 	 	 	0	 	 	 	0	 
	
    
    017481
    

    	 	
    3/24/99
    	 	 	93	 	 	 	NQ	 	 	 	90,000	 	 	$	30.5833	 	 	 	80,625	 	 	 	86,250	 	 	 	0	 	 	 	3,750	 
	
    
    018282
    

    	 	
    5/7/99
    	 	 	93	 	 	 	NQ	 	 	 	150,000	 	 	$	26.2083	 	 	 	150,000	 	 	 	150,000	 	 	 	0	 	 	 	0	 
	
    
    00025693
    

    	 	
    5/18/00
    	 	 	93	 	 	 	NQ	 	 	 	100,000	 	 	$	26.1250	 	 	 	100,000	 	 	 	100,000	 	 	 	0	 	 	 	0	 
	
    
    00026841
    

    	 	
    8/1/00
    	 	 	93	 	 	 	NQ	 	 	 	40,000	 	 	$	35.0000	 	 	 	22,500	 	 	 	25,000	 	 	 	0	 	 	 	15,000	 
	
    
    00031141
    

    	 	
    4/24/01
    	 	 	93	 	 	 	NQ	 	 	 	40,000	 	 	$	29.3800	 	 	 	15,000	 	 	 	17,500	 	 	 	0	 	 	 	22,500	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	623,499	 	 	 	 	 	 	 	571,624	 	 	 	582,249	 	 	 	0	 	 	 	41,250	 




[Additional columns below]


[Continued from above table, first column(s) repeated]

	 	 	 	 	 	 	 	 	 
			
	
		

	Number		Outstanding		Exercisable
			
	
		

	
    
    M02128
    

    	 	 	0	 	 	 	0	 
	
    
    M02129
    

    	 	 	0	 	 	 	0	 
	
    
    M02130
    

    	 	 	0	 	 	 	0	 
	
    
    012338
    

    	 	 	0	 	 	 	0	 
	
    
    015080
    

    	 	 	0	 	 	 	0	 
	
    
    016039
    

    	 	 	0	 	 	 	0	 
	
    
    017481
    

    	 	 	9,375	 	 	 	5,625	 
	
    
    018282
    

    	 	 	0	 	 	 	0	 
	
    
    00025693
    

    	 	 	0	 	 	 	0	 
	
    
    00026841
    

    	 	 	17,500	 	 	 	2,500	 
	
    
    00031141
    

    	 	 	25,000	 	 	 	2,500	 
	 	 	 	
	 	 	 	
	 
	 	 	 	51,875	 	 	 	10,625	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	

			
	Information Currently on File		
	
	

	Tax		Rate%		Option SDS Broker		Registration		Alternate Address		
	
	

	
    
    Federal
    

    	 	 	27.000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    CA-State
    

    	 	 	9.300	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    Social Security
    

    	 	 	6.200	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    Medicare
    

    	 	 	1.450	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    
    CA SDI
    

    	 	 	0.900	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 







 


AMENDMENT TO GREG J.
SANTORA’S

INTUIT INC. 1993 OPTION PLAN GRANT AGREEMENTS


     
WHEREAS, Greg J. Santora will retire from the Company
effective February 14, 2003 (the ""Employment Termination
Date'');


     
WHEREAS, while Mr. Santora continues to provide
services to the Company as a member of the
Boards of Directors of Intuit Ventures Inc. and Quicken Investment
Services his options, to the extent vested, shall remain exercisable
through the earlier of July 31, 2004 or his earlier resignation
from such Boards (the ""Board Termination Date'') and thereafter for
such period as provided pursuant to the original therms of
Mr. Santora’s options;


     
WHEREAS, the Compensation Committee has authorized
amendment of Mr. Santora’s outstanding stock options to
provide that they will cease vesting on his Employment Termination
Date;



	     
RESOLVED, that option numbers 017481, 00026841 and
00031141 granted to Mr. Santora on March 24,
1999, August 1, 2000 and April 24, 2001, respectively, under
the Company’s 1993 Equity Incentive Plan are hereby amended to
provide that they shall each cease to vest on Mr. Santora’s
Termination Date.




The Company has signed this Amendment to Greg J. Santora’a
Intuit Inc. 1993 Option Plan Grant Agreements on this the 4th day of
February 2003 to be effective February 14, 2003.


INTUIT INC.

2632 Marine Way

Mountain View, California 94043


 

/s/ Steve Bennett



Steve Bennett

President and Chief Executive Officer

Greg J. Santora has agreed to this Amendment on this the 13 day of
February 2003 to be effective February 14, 2003.

 

/s/ Greg J. Santora



Greg J. Santora





 





EXHIBIT B

GENERAL RELEASE


     This General Release of Claims (“Release”) is between Intuit Inc. a
Delaware corporation, hereafter referred to as “Company”, and Greg J. Santora,
an individual, hereafter referred to as “Releasor,” in accordance with
Paragraph 9 of the Separation Agreement dated December 30, 2002 (the
“Separation Agreement”). Unless otherwise defined herein, the terms defined in
the Separation Agreement shall have the same defined meanings in this Release.


     WHEREAS, Releasor’s employment with Company terminated, effective February
14, 2003.


     WHEREAS, Releasor desires to compromise, finally settle, and fully release
all claims in any way related to his employment which he in any capacity may
have or claim to have against Company, including, but not limited to, claims in
any way related to the termination of his employment; and


     WHEREAS, as consideration for this Release, Company has agreed to make
payments as provided in Paragraphs 5 and 6 of the Separation Agreement less the
applicable withholding deductions required by law;


     NOW, THEREFORE, Releasor agrees as follows:


     1.     In exchange for the consideration provided in this Release, the
adequacy of which is hereby acknowledged, Releasor, on behalf of himself and
his heirs, executors, administrators, and assigns, hereby releases and forever
discharges Company and each and every subsidiary of the Company, and the
agents, officers, directors, owners and employees of each of them, and the
agents, officers, directors,


 






 




 owners and employees each of them, from any and all past or present
claims, demands, causes of action, obligations, attorneys’ fees, and
liabilities of whatever kind or nature, known or unknown (all hereinafter
referred to as “claims”), which he ever had, now has, or may hereafter claim to
have had, including, but not limited to, claims of race, age, gender, religious
or national origin discrimination under Title VII of the Civil Rights Act of
1964, as amended; the Age Discrimination in Employment Act of 1967, as amended;
the California Fair Employment and Housing Act and any other federal, state or
local laws, arising out of or in any way related to Releasor’s employment with
Company or the termination of that employment, except for any claims under the
Indemnity Agreement referred to in Paragraph 16 of the Separation Agreement.
Execution of this Release by Releasor operates as a complete bar and defense
against any and all claims that may be made by Releasor against Company with
respect to such employment.


     2.     Releasor acknowledges that he is familiar with the provisions of
section 1542 of the California Civil Code, which provides that:



	 	 	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.	 



RELEASOR, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS
HE MAY HAVE HEREUNDER, AS WELL AS UNDER ANY STATUTES OR COMMON LAW PRINCIPLES
OF SIMILAR EFFECT.


     3.     It is understood and agreed by Releasor that the payment of
consideration to which reference is made herein does not constitute an
admission or


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 concession of liability by Company on account of any claim by Releasor.


     4.     If Releasor hereafter commences any action or proceeding against
Company based upon any of the causes of action, claims, demands, damages and
liabilities released by this Release, the Release shall be deemed breached and
Company shall be entitled to recover all consideration paid as consideration
for this Release as well as attorneys’ fees and other costs of suit sustained
by it in defending such action or proceeding and shall be indemnified by
Releasor for such fees and costs. This Release may be pleaded by Company as a
counterclaim or cross-claim in any such action or proceeding.


     5.     Releasor covenants and agrees not to disclose to any person,
corporation, agency, group, or other organization, other than members of his
immediate family and his personal financial and legal advisors, either directly
or indirectly, any information relating to the fact of or contents of this
Release, unless required by law. Releasor acknowledges that violation of this
covenant would constitute a material breach of this Release.


     6.     Releasor affirms that he has not assigned any claims herein released
and acknowledges that the terms of this Release are contractual and not a mere
recital.


     7.     Releasor acknowledges that he may take up to twenty-one (21) days to
consider this Release and that he has been advised to consult with an attorney
prior to executing this Release. He further acknowledges that he may revoke his
agreement within seven (7) days of his execution of this document and that the


3






 




 consideration to be paid to him pursuant to Paragraphs 5 and 6 of the
Separation Agreement will be paid only after the expiration of the seven (7)
day revocation period.


     8.     Releasor hereby affirms and acknowledges that he has read this Release
and fully understands and appreciates its terms and their effect and signs this
Release voluntarily and with the intention of being legally bound thereby.


     9.     This Release shall be governed by and construed in all respects in
accordance with the laws of the State of California.


     10.     This agreement contains all of the terms, promises and
representations, and understanding between the parties, and supersedes any
other oral or written agreement or understanding between the parties made prior
to the date hereof regarding the release of the Company by Releasor.


     IN WITNESS WHEREOF, the undersigned executes this Release freely and
voluntarily intending to be legally bound by it.



	 	 	 	 	 
	Dated:	 	
2/13/03



	 	/s/ Greg J. Santora

Greg J. Santora




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