exv10w01



 






EXHIBIT 10.01




	 
	

P.O. Box 7850

Mountain View CA 94039-7850







May 10, 2005




Robert B. Henske




Employment Agreement




Dear Brad:




          On behalf of Intuit Inc. (“Intuit” or the “Company”), congratulations on your promotion to the
position of Senior Vice President/General Manager, Consumer Tax Group. The terms of your
employment are as follows:



          1. Position. Beginning May 5, 2005 (the “Commencement Date”) you assumed the title
and role of Intuit’s Senior Vice President/General Manager, Consumer Tax Group and continuing
thereafter until termination pursuant to Section 8. You currently serve Intuit as its Senior Vice
President, Chief Financial Officer and its principal financial officer, and will continue to hold
this title and role until your replacement for this position has commenced service with the
Company. You will continue to report to the President and Chief Executive Officer of Intuit. In
connection with this promotion, you will begin to work from Intuit’s San Diego office. You will
continue to 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 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 will also be 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 will be increased to $560,000 per year, 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 a fiscal year basis and increased from
time to time, but such compensation shall not be reduced below $560,000 during your term of
employment.



          3. Bonus.



               You will continue to be eligible to participate in Intuit’s Performance Incentive Plan (the “IPI”). Your target for your annual IPI bonus will continue to be set at 60% of your annual base
salary (the “Target Bonus”).



          4. Deferred Compensation Plan Contributions.



               (a) If you are employed by Intuit on January 3, 2006, Intuit will make a fully vested employer
contribution of $350,000 on your behalf to the Intuit Inc. 2005 Executive Deferred Compensation
Plan (the “NQDCP”) within thirty days thereafter.



 









 




You will not be entitled to this contribution if your Intuit employment terminates prior to
January 3, 2006.




               (b) In accordance with the terms and conditions of the NQDCP, you will be able to elect to
have these contributions credited with earnings pursuant to the investment alternatives offered
under the NQDCP and elect when to take distribution of these contributions and any earnings
credited thereon.



          5. Stock Awards.



               (a) You remain eligible to be granted stock options and other equity-based awards from time to
time as determined by the Compensation and Organizational Development Committee of the Board of
Directors.



               (b) You were granted a nonqualified stock option for 400,000 shares on January 3, 2003 (the
“Option”) under the Intuit Inc. 2002 Equity Incentive Plan (the “2002 Plan”) with Intuit’s standard
three year vesting schedule which provides that 33-1/3% of the shares subject to the Option vested
and became exercisable on January 3, 2004, and 2.778% of the shares subject to the Option vest and
become exercisable on each January 3rd thereafter. Notwithstanding the foregoing
vesting schedule for the Option, in the event of your Termination Following a Change in Control, an
Involuntary Termination or Termination without Cause and in accordance with Sections 10(b) and
10(c) below, you will have 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. In the
event that your employment terminates, the unvested portion of the Option will terminate and you
will have six months following the date of your termination of employment in which to exercise the
then vested portion of your Option. At the end of the six months any vested portion of the Option
that you have not yet exercised will terminate. As provided in the 2002 Plan, that
post-termination exercise period for the Option will be twelve months in the event your employment
terminates due to your disability and eighteen months if your employment terminates due to your
death. You should consult a tax advisor concerning your income tax consequences before exercising
any of the Option. Intuit has registered the shares issuable under options granted under the 2002
Plan on a Form S-8 registration statement and shall keep such registration statement in effect for
the entire period the Option remains outstanding.



          6. Relocation Benefits. You will receive a monthly relocation stipend of $5,000, net
of federal, state and local income and employment taxes, for twelve months (or earlier termination
of your employment). At the end of the twelve month period, Intuit will in good faith review this
monthly relocation stipend for the following twelve months.



          7. Other Benefits. Your eligibility for health insurance, 401(k), employee stock
purchase plan, vacation accrual and for other benefits generally offered to all Intuit senior
executives of similar rank and status remains unchanged.



          8. Employment and Termination. Your employment with Intuit will be at-will and may be
terminated at any time for any reason as follows:



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



               (b) You may terminate your employment upon written notice to the President and Chief Executive
Officer of Intuit 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.



               (f) During the one year following a Change in Control, (i) if you are not a Section 16
Officer of the surviving entity or acquirer that results from any Change in Control or (2) your
employment terminates other than for a Voluntary Termination, Termination for Death or Total
Disability, or Termination for Cause (a “Termination Following a Change in Control”).



          9. 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 Senior Vice President or a change in
your relationship such that you no longer report directly to the Chief Executive Officer; (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 consent
or material breach by Intuit of any of its obligations hereunder after providing Intuit with
written notice within seven



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days of such breach and an opportunity to cure; (iii) failure of any successor to assume this
agreement pursuant to Section 15(d) below; or (iv) a requirement by Intuit that you relocate your
principal office to a facility more than 50 miles from Intuit’s current headquarters or its San
Diego office.




               (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 the 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 the 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.



          10. 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 severance benefits.



               (b) In the event of your Involuntary Termination or Termination without Cause, conditioned
upon your execution of a release and waiver of claims against the Company, its officers and
directors in a form acceptable to the Company, you will be entitled to (i) a single lump sum
severance payment equal to eighteen (18) months of



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your current annual base salary and one and one-half times your Target Bonus for the then
current fiscal year (less applicable deductions and withholdings) payable within 30 days after the
effective date of your termination (or six months after the effective date of your termination if
required to avoid the additional tax and interest of Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”)); and (ii) immediate acceleration of the vesting and
exercisability of the option granted to you on January 3, 2003 (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.




               (c) In the event of your Termination Following a Change in Control, conditioned upon your
execution of a release and waiver of claims against the Company, its officers and directors in a
form acceptable to the Company, you will be entitled to (i) a single lump sum severance payment
equal to eighteen (18) months of your current annual base salary and one and one-half times your
Target Bonus for the then current fiscal year (less applicable deductions and withholdings) payable
within thirty (30) days after the effective date of your termination (or six months after the
effective date of your termination if required to avoid the additional tax and interest of Section
409A); and (ii) 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.



               (d) If your severance benefits provided for in this Section 10 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 benefits
under this Section 10 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.



          11. Indemnification Agreement. Intuit remains subject to its standard form of
indemnification agreement for officers and directors which was entered into with you effective
January 6, 2003 to indemnify you against certain liabilities you may incur as an officer or
director of Intuit.



          12. Confidential Information and Invention Assignment Agreement. You remain subject
to the Employee Invention Assignment and Confidentiality Agreement which you signed when you
commenced employment with Intuit.



          13. 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.



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          14. 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.



          15. 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 on the Commencement Date 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
legal counsel you designate. 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, including the Employee Invention Assignment and
Confidentiality Agreement and your indemnification agreement with Intuit, represents the entire
agreement between us concerning the subject matter of your employment by Intuit and entirely
supersedes, except to the extent expressly noted elsewhere herein, the terms and conditions of that
certain Employment Agreement (the “2002 Agreement”) between you and Intuit that was accepted by you
on December 30, 2002. By executing this Agreement you specifically agree that these



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changes in title and responsibilities do not constitute an event constituting Good Reason (as
defined in the 2002 Agreement) and therefore, there has been no Involuntary Termination (as defined
in the 2002 Agreement), nor a Termination without Cause (as defined in the 2002 Agreement) and you
have no right to any of the benefits provided under the 2002 Agreement.




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



          Brad, we look forward to your continuing success with Intuit in this new capacity. Please
indicate your acceptance of the terms of this agreement by signing in the place indicated below.



Very truly yours,




	 	 	 	 	 
	/s/ STEVE BENNETT

	 	 	 	/s/ ROBERT HENSKE
	 

	 	 	 	 
	Steve Bennett

	 	 	 	Robert “Brad” Henske
	President and Chief Executive Officer,
	 	 	 	 
	Intuit Inc.
	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	Accepted May 10, 2005







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