Intuit Inc. Exhibit 10.24





	 	 	 
	[LETTERHEAD OF INTUIT INC.]	 	EXHIBIT 10.25



July 30, 2001


Lorrie Norrington










Employment Agreement


Dear Lorrie:


     On behalf of Intuit Inc. (“Intuit” or the “Company”), I am pleased to
offer you the position of Senior Vice President, Small Business Division on the
terms set forth below.


     1. Position. You will be employed by Intuit as its Senior Vice President,
Small Business Division, effective July 31, 2001 (the “Commencement Date”) and
continuing thereafter until termination pursuant to Section 6. You will report
to the President and Chief Executive 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 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 initial base annual salary will be $475,000, 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. (a) You will be eligible to receive a target annual bonus of
60% of your annual base salary (the “Target Bonus”) in accordance with Intuit’s
Incentive Compensation Plan subject to satisfaction of performance objectives
set by the Compensation Committee of the Board of Directors (the
“Target”).
Achieving results less than Target may yield between 80% and 100% of your
Target Bonus. Achieving results greater than Target may yield between 100% and
150% of your Target Bonus. Any amount earned as a Target Bonus will be subject
to such payroll deductions and withholdings as are required by law. At the end
of Intuit’s fiscal year 2002, if still employed at such time, you will be paid
a Target Bonus of at least $228,000, less payroll deductions and withholdings
as are required by law.


          (b) You
will receive a signing bonus of $750,000 (the “Sign-On Bonus”),
less such payroll deductions and withholdings as are required by law, within
thirty days following the Commencement Date.



          (c) You will receive a first anniversary date bonus of $750,000 (the
“Anniversary Bonus”), less such payroll deductions and withholdings as are
required by law, within thirty days following the first anniversary of the
Commencement Date. In the event of your termination of employment other than
a Termination for Cause or a Voluntary Termination (both as defined in Section
6 below) before the first anniversary of the Commencement Date, you will be
paid a portion of the Anniversary Bonus prorated based on the number of full
months following the Commencement Date up to the date of such termination.



     4. Stock Options. On the Commencement Date, the Compensation Committee
of the Board of Directors shall grant 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 the Commencement Date (the “Option”). The
Option will be 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 will vest and
become exercisable on the first anniversary of the Commencement Date and one
forty-eighth (1/48th) of the shares subject to the Option will vest and become
exercisable on the last day of each month following the first anniversary of
the 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, will
be as set forth in your Stock Option Agreement pursuant to which the Option
will be awarded. You should consult a tax advisor concerning your income tax
consequences before exercising any of the options. Intuit shall register 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 will be entitled to the following additional
benefits:


          (a) You will be eligible for health insurance, 401(k), employee stock
purchase plan and other benefits offered to all Intuit senior executives of
similar rank and status. During your first year of employment, you will
accrue four (4) weeks of vacation time.



          (b) For a period of up to twelve (12) months following the Commencement
Date, Intuit will reimburse you for expenses incurred in connection with
temporary housing up to $7,000 per month, to be paid to you in a net amount.



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



          (d) In the event you purchase a principal California residence, Intuit
will provide you with a recourse loan, secured with a first mortgage on your
principal California residence, in an amount sufficient to cover the purchase
price of such residence but not to exceed $5,000,000 (the “Loan”) at the
minimum interest rate required to avoid imputed income under the provisions of
the Internal Revenue Code of 1986, as amended (the “Code”), 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.
Additionally, 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), Intuit will forgive
the annual interest on the Loan and pay any tax due on the Loan. You will be
provided with a gross-up payment to compensate you for any tax up through the
date of your Termination for Cause or Voluntary Termination (both as defined in
Section 6 below) you owe as a result of the Company’s payment of the interest,
forgiving of the interest and/or payment of taxes with respect to the Loan.



          (e) Intuit will purchase a life insurance policy for the amount of the
Loan with you as the beneficiary, and the proceeds of such policy will pay off
the Loan upon your death.



          (f) 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 (c) 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(f), “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 will be
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 Senior Vice President, Small Business Division 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 the 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 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 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.



          (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.



     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(a) 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. Upon your commencement of employment with
Intuit, Intuit will enter into its standard form of indemnification agreement
for officers and directors, a copy of which is attached to this letter as
Exhibit A, to indemnify you against certain liabilities you may incur as an
officer or director of Intuit.


     10. Confidential Information and Invention Assignment Agreement. Upon
your commencement of employment with Intuit, you will be required to sign its
standard form of Employee Agreement, a copy of which is attached to this letter
as Exhibit B, to protect Intuit’s confidential information and intellectual
property.


     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
Chairman of the Board of Directors has due authority to execute and deliver
this agreement on behalf of Intuit.


          (b) Absence of Conflicts. You represent that as of the end of business 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
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, including the attached exhibits,
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.



     Lorrie, we are very pleased to extend this offer of employment to you and
look forward to your joining Intuit. Please indicate your acceptance of the
terms of this agreement by signing in the place indicated below.

	 	 	 
	Very truly yours,	 	Accepted July 31, 2001:
	 
 
	/s/ William V. Cambell	 	/s/ Lorrie M. Norrington
	
	 	

	Chairman of the Board of Directors,

        Intuit Inc.	 	 











EXHIBIT A

 

INDEMNITY AGREEMENT


     This Indemnity Agreement, dated as of July 31, 2001, is made by and
between Intuit Inc., a Delaware corporation (the “Company”), and Lorrie
Norrington, a director and/or officer of the Company and/or of a subsidiary
of the Company (the “Indemnitee”).


RECITALS


     A. The Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors or officers of corporations
unless they are protected by comprehensive liability insurance or
indemnification, due to increased exposure to litigation costs and risks
resulting from their service to such corporations, and due to the fact that
the exposure frequently bears no reasonable relationship to the compensation
of such directors and officers;


     B. Based upon their experience as business managers, the Board of
Directors of the Company (the “Board”) has concluded that, to retain and
attract talented and experienced individuals to serve as officers and
directors of the Company and its subsidiaries and to encourage such
individuals to take the business risks necessary for the success of the
Company and its subsidiaries, it is necessary for the Company to
contractually indemnify its officers and directors and certain officers and
directors of its subsidiaries, and to assume for itself maximum liability for
expenses and damages in connection with claims against such officers and
directors in connection with their service to the Company and its
subsidiaries (including service in such capacities prior to the date this
Agreement is executed);


     C. Section 145 of the General Corporation Law of Delaware, under which
the Company is organized (“Section 145”), empowers the Company to indemnify
by agreement its officers, directors, employees and agents, and persons who
serve, at the request of the Company, as directors, officers, employees or
agents of other corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not exclusive; and


     D. The Company desires and has requested the Indemnitee to serve or
continue to serve as a director or officer of the Company and/or the
subsidiaries of the Company free from undue concern for claims for damages
arising out of or related to such services to the Company and/or the
subsidiaries of the Company.


AGREEMENT


     NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:


     1. Definitions.


          (a) Agent. For the purposes of this Agreement, “agent” of the Company
means any person who is or was a director and/or officer of the Company or of
a subsidiary of the Company; or is or was serving at the request of, for the
convenience of, or to represent the interest of the Company or a subsidiary
of the Company as a director and/or officer of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or an
affiliate of the Company; or was a director and/or officer of a foreign or
domestic corporation which was a predecessor corporation of the Company or a
subsidiary of the Company, or was a director and/or officer of another
enterprise or affiliate of the Company at the request of, for the convenience
of, or to represent the interests of such predecessor











corporation. The term “enterprise” includes any employee benefit plan of the
Company, its subsidiaries, affiliates and predecessor corporations.


          (b) Expenses. For purposes of this Agreement, “expenses” includes all
direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements and other
out-of-pocket costs) actually and reasonably incurred by the Indemnitee in
connection with either the investigation, defense or appeal of a proceeding
or establishing or enforcing a right to indemnification under this Agreement,
Section 145 or otherwise; provided, however, that expenses shall not include
any judgments, fines, ERISA excise taxes or penalties or amounts paid in
settlement of a proceeding.



          (c) Proceeding. For the purposes of this Agreement, “proceeding” means
any threatened, pending, or completed action, suit or other proceeding,
whether civil, criminal, administrative, investigative or any other type
whatsoever.



          (d) Subsidiary. For purposes of this Agreement, “subsidiary” means any
corporation of which more than 50% of the outstanding voting securities is
owned directly or indirectly by the Company, by the Company and one or more
of its subsidiaries, or by one or more of the Company’s subsidiaries.



     2. Agreement to Serve. The Indemnitee agrees to serve and/or continue
to serve as an agent of the Company, at the will of the Company (or under
separate agreement, if such agreement exists), in the capacity Indemnitee
currently serves as an agent of the Company, faithfully and to the best of
his or her ability so long as he or she is duly appointed or elected and
qualified in accordance with the applicable provisions of the Bylaws or
charter documents of the Company or any subsidiary of the Company; provided,
however, that Indemnitee may at any time and for any reason resign from such
position (subject to any contractual obligation that Indemnitee may have
assumed apart from this Agreement) and that the Company or any subsidiary
shall have no obligation under this Agreement to continue Indemnitee in any
such position.


     3. Maintenance of Liability Insurance.


          (a) The Company hereby covenants and agrees that, so long as the
Indemnitee shall continue to serve as an agent of the Company and thereafter
so long as the Indemnitee shall be subject to any possible proceeding by
reason of the fact that the Indemnitee was an agent of the Company, the
Company, subject to Section 3(b), shall use reasonable efforts to obtain and
maintain in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) in reasonable amounts from established and
reputable insurers.



          (b) Notwithstanding the foregoing, the Company shall have no obligation
to obtain or maintain D&O Insurance if the Company determines in good faith
that such insurance is not reasonably available, the premium costs for such
insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is limited by exclusions so as to provide
an insufficient benefit, or the Indemnitee is covered by similar insurance
maintained by a subsidiary of the Company.



     4. Mandatory Indemnification. The Company shall indemnify the
Indemnitee:


          (a) Third Party Actions. If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any proceeding (other than an
action by or in the right of the Company) by reason of the fact that he or
she is or was an agent of the Company, or by reason of anything done or not



 

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done by him or her in any such capacity, against any and all expenses and
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement)
actually and reasonably incurred by him or her in connection with the
investigation, defense, settlement or appeal of such proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful; and


          (b) Derivative Actions. If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he or she is or was an agent of the Company, or by reason of anything
done or not done by him or her in any such capacity, against any amounts paid
in settlement of any such proceeding and all expenses actually and reasonably
incurred by him or her in connection with the investigation, defense,
settlement, or appeal of such proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company; except that no indemnification under this
subsection shall be made in respect of any claim, issue or matter as to which
such person shall have been finally adjudged to be liable to the Company by a
court of competent jurisdiction due to willful misconduct of a culpable
nature in the performance of his or her duty to the Company unless and only
to the extent that the Court of Chancery or the court in which such
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such amounts
which the Court of Chancery or such other court shall deem proper; and



          (c) Exception for Amounts Covered by Insurance. Notwithstanding the
foregoing, the Company shall not be obligated to indemnify the Indemnitee for
expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) which have been paid directly to Indemnitee by D&O Insurance.



     5. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and
amounts paid in settlement) incurred by him or her in the investigation,
defense, settlement or appeal of a proceeding but not entitled, however, to
indemnification for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for such total amount except as to the
portion thereof to which the Indemnitee is not entitled.


     6. Mandatory Advancement of Expenses. The Company shall advance all
expenses incurred by the Indemnitee in connection with the investigation,
defense, settlement or appeal of any proceeding to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that the
Indemnitee is or was an agent of the Company or by reason of anything done or
not done by him or her in any such capacity. Indemnitee hereby undertakes to
repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Company under the provisions of this Agreement, the
Certificate of Incorporation or Bylaws of the Company, the General
Corporation Law of Delaware or otherwise. The advances to be made hereunder
shall be paid by the Company to the Indemnitee within twenty (20) days
following delivery of a written request therefor by the Indemnitee to the
Company.


     Notwithstanding the foregoing paragraph, unless otherwise determined
pursuant to Section 8, no advance shall be made by the Company if a
determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum consisting of directors who are not parties to the
proceeding (or, if no such quorum exists, by independent legal counsel in a
written opinion) that the facts



 

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known to the decision making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in the best interests of
the Company and its stockholders.


     7. Notice and Other Indemnification Procedures.


          (a) Promptly after receipt by the Indemnitee of notice of the
commencement of or the threat of commencement of any proceeding, the
Indemnitee shall, if the Indemnitee believes that indemnification with
respect thereto may be sought from the Company under this Agreement, notify
the Company of the commencement or threat of commencement thereof.



          (b) If, at the time of the receipt of a notice of the commencement of a
proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in
effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the
respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the
terms of such policies.



          (c) In the event the Company shall be obligated to advance the expenses
for any proceeding against the Indemnitee, the Company, if appropriate, shall
be entitled to assume the defense of such proceeding, with counsel approved
by the Indemnitee, upon the delivery to the Indemnitee of written notice of
its election so to do. After delivery of such notice, approval of such
counsel by the Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to the Indemnitee under this Agreement for any
fees of counsel subsequently incurred by the Indemnitee with respect to the
same proceeding, provided that (i) the Indemnitee shall have the right to
employ his or her counsel in any such proceeding at the Indemnitee’s expense;
and (ii) if (A) the employment of counsel by the Indemnitee has been
previously authorized by the Company, (B) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee in the conduct of any such defense or (C) the
Company shall not, in fact, have employed counsel to assume the defense of
such proceeding, the fees and expenses of Indemnitee’s counsel shall be at
the expense of the Company.



     8. Determination of Right to Indemnification.


          (a) To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding referred to in Section 4(a) or 4(b) of
this Agreement or in the defense of any claim, issue or matter described
therein, the Company shall indemnify the Indemnitee against expenses actually
and reasonably incurred by him or her in connection with the investigation,
defense or appeal of such proceeding.



          (b) In the event that Section 8(a) is inapplicable, the Company shall
nonetheless indemnify the Indemnitee unless the Company shall prove by clear
and convincing evidence to a forum listed in Section 8(c) below that the
Indemnitee has not met the applicable standard of conduct required to entitle
the Indemnitee to such indemnification.



          (c) The Indemnitee shall be entitled to select the forum in which the
validity of the Company’s claim under Section 8(b) hereof that the Indemnitee
is not entitled to indemnification will be heard from among the following:



               (1) A quorum of the Board consisting of directors who are not parties to
the proceeding for which indemnification is being sought;




 

4











               (2) The stockholders of the Company;



               (3) Legal counsel selected by the Indemnitee, and reasonably approved by
the Board, which counsel shall make such determination in a written opinion;
or



               (4) A panel of three arbitrators, one of whom is selected by the
Company, another of whom is selected by the Indemnitee and the last of whom
is selected by the first two arbitrators so selected.



          (d) As soon as practicable, and in no event later than thirty (30) days
after written notice of the Indemnitee’s choice of forum pursuant to Section
8(c) above, the Company shall, at its own expense, submit to the selected
forum in such manner as the Indemnitee or the Indemnitee’s counsel may
reasonably request, its claim that the Indemnitee is not entitled to
indemnification; and the Company shall act in the utmost good faith to assure
the Indemnitee a complete opportunity to defend against such claim.



          (e) If the forum listed in Section 8(c) hereof selected by Indemnitee
determines that Indemnitee is entitled to indemnification with respect to a
specific proceeding, such determination shall be final and binding on the
Company. If the forum listed in Section 8(c) hereof selected by Indemnitee
determines that Indemnitee is not entitled to indemnification with respect to
a specific proceeding, the Indemnitee shall have the right to apply to the
Court of Chancery of Delaware, the court in which that proceeding is or was
pending or any other court of competent jurisdiction, for the purpose of
enforcing the Indemnitee’s right to indemnification pursuant to the
Agreement.



          (f) Notwithstanding any other provision in this Agreement to the
contrary, the Company shall indemnify the Indemnitee against all expenses
incurred by the Indemnitee in connection with any hearing or proceeding under
this Section 8 involving the Indemnitee and against all expenses incurred by
the Indemnitee in connection with any other proceeding between the Company
and the Indemnitee involving the interpretation or enforcement of the rights
of the Indemnitee under this Agreement unless a court of competent
jurisdiction finds that each of the material claims and/or defenses of the
Indemnitee in any such proceeding was frivolous or not made in good faith.



     9. Exceptions. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:


          (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to
the Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, except with respect
to proceedings specifically authorized by the Board of Directors or brought
to establish or enforce a right to indemnification under this Agreement, the
Bylaws or charter documents of the Company or any subsidiary, or any statute
or law or otherwise as required under Section 145, but such indemnification
or advancement of expenses may be provided by the Company in specific cases
if the Board of Directors finds it to be appropriate; or



          (b) Lack of Good Faith. To indemnify the Indemnitee for any expenses
incurred by the Indemnitee with respect to any proceeding instituted by the
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such proceeding was not made in good faith or was frivolous; or



 

5











          (c) Unauthorized Settlements. To indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of a proceeding unless the
Company consents in advance in writing to such settlement; or



          (d) Claims by the Company for Willful Misconduct. To indemnify or
advance expenses to the Indemnitee under this Agreement for any expenses
incurred by the Indemnitee with respect to any proceeding or claim brought by
the Company against Indemnitee for willful misconduct, unless a court of
competent jurisdiction determines that each of such claims was not made in
good faith or was frivolous; or



          (e) Section
16(b) Actions. To indemnify the Indemnitee on account of
any suit in which judgment is rendered against Indemnitee for an accounting
of profits made from the purchase or sale by Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities and
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law; or



          (f) Willful Misconduct. To indemnify the Indemnitee on account of
Indemnitee’s conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest, or to constitute willful misconduct or
a knowing violation of the law; or



          (g) Improper Personal Benefit. To indemnify the Indemnitee on account
of Indemnitee’s conduct from which Indemnitee derived an improper personal
benefit; or



          (h) Contrary to Best Interests. To indemnify the Indemnitee on account
of Indemnitee’s conduct that he or she believed to be contrary to the best
interests of the Company or its stockholders;



          (i) Breach of Duty of Loyalty. To indemnify the Indemnitee on account
of conduct that constituted a breach of Indemnitee’s duty of loyalty to the
Company or its stockholders; or



          (j) Unlawful Indemnification. To indemnify the Indemnitee if a final
decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful. In this respect, the Company and the
Indemnitee have been advised that the Securities and Exchange Commission
takes the position that indemnification for liabilities arising under the
federal securities law is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication.



     10. Non-exclusivity. The provisions for indemnification and advancement
of expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which the Indemnitee may have under any provision of law, the
Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s
stockholders or disinterested directors, other agreements, or otherwise, both
as to action in the Indemnitee’s official capacity and to action in another
capacity while occupying his or her position as an agent of the Company, and
the Indemnitee’s rights hereunder shall continue after the Indemnitee has
ceased acting as an agent of the Company and shall inure to the benefit of
the heirs, executors and administrators of the Indemnitee.


     11. Interpretation of Agreement. It is understood that the parties
hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent now or hereafter
permitted by law.



 

6











     12. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of the Agreement (including, without limitation, all portions of
any paragraphs of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable and to give effect to
Section 12 hereof.


     13. Modification and Waiver. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


     14. Subrogation. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary or desirable to secure such
rights and to enable the Company effectively to bring suit to enforce such
rights.


     15. Counterparts. This Agreement may be executed in one or more
counterparts, which shall together constitute one agreement.


     16. Successors and Assigns. The terms of this Agreement shall bind, and
shall inure to the benefit of, the successors and assigns of the parties
hereto.


     17. Notice. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given (i)
if delivered by hand and receipted for by the party addressee or (ii) if
mailed by certified or registered mail with postage prepaid, on the third
business day after the mailing date. Addresses for notice to either party
are as shown on the signature page of this Agreement, or as subsequently
modified by written notice.


     18. Governing Law. This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed
entirely with Delaware.


     19. Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
Delaware for all purposes in connection with any action or proceeding which
arises out of or relates to this Agreement.



 

7











     The parties hereto have entered into this Indemnity Agreement as of the
date first above written.


	 	 	 
	 	 

        Address:	INTUIT INC.

2535 Garcia Avenue

Mountain View, CA 94043
	 
	 	 	/s/ Greg J. Santora

Senior Vice President and

Chief Financial Officer
	 
	 	 	INDEMNITEE:
	 
	 	Name:	Lorrie Norrington
	 
	 	Address:	 
	 	 	

	 
	 	 	

	 
	 	Signature:       	/s/ Lorrie Norrington





 
 

8








EXHIBIT B


EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT


     1. I understand that Intuit Inc. (the “Company”) is engaged in a
continuous program of research, development, production and marketing in
connection with its business and that it is critical for the Company to
preserve and protect its Proprietary Information (as defined below), its rights
in Inventions (as defined below) and in all related intellectual property
rights (collectively referred to as “Intellectual Property”). Accordingly, I
am entering into this agreement as a condition of my employment with the
Company, whether or not I am expected to create inventions of value for the
Company.


     2. I understand that during the course of my employment with the Company
it is likely I will gain access to information of a confidential or secret
nature, including but not limited to Inventions (as defined below), marketing
plans, product plans, business strategies, financial information, forecasts,
personnel information, customer lists, and trade secrets (“Proprietary
Information”). Such information may relate to the business of the Company or
to the business or any subsidiary, affiliate or any party with whom the Company
is bound to hold information of such party confidential.


     3. I agree that, at all times, both during my employment and after I leave
the Company, I will keep and hold any Proprietary Information in strict
confidence and trust, and I will not use or disclose any Proprietary
Information without first receiving the Company’s express written consent,
except if compelled by government or court order to do so. Upon leaving the
Company, I will promptly give to the Company all documents, materials or
property in my possession related to the Company. I will not take with me any
property or copies of my work or Company related documents and materials that I
have received or used, including Proprietary Information.


     4. During the course of my employment, I agree to promptly disclose in
confidence to the Company all inventions, improvements, designs, original works
of authorship, formulas, processes, compositions of matter, computer software
programs, databases, mask works and trade secrets (“Inventions”) that I make or
conceive or first reduce to practice or create, either alone or jointly with
others, whether or not in the course of my employment, and whether or not such
Inventions are patentable, copyrightable or protectible as trade secrets.


     5. I understand that, under the copyright laws, any copyrightable works
prepared by me within the course and scope of my employment are “works for
hire”. Consequently, the Company will be considered the author and owner of
such works.


     6. I agree that all Inventions that (a) are developed using equipment,
supplies, facilities, or trade secrets of the Company, (b) result from work
performed by me for the Company, or (c) relate to the Company’s business or
current or anticipated research and development, will be the sole and exclusive
property of the Company. I hereby assign and agree to transfer to the Company
any and all rights that I may have in any such Inventions and in any associated
Intellectual Property.


     7. I also waive and agree never to assert any “Moral Rights” I might have
in or with respect to any Invention even after I leave the Company. Moral
Rights means any right (or similar right existing under the judicial or
statutory law of any country or treaty) to claim authorship of any Invention,
to object or prevent modification of any Invention, or to withdraw from
circulation or to control the publication or distribution of any Invention.


     8. I agree to assist the Company in every proper way to obtain and enforce
the intellectual property protection for any Intellectual Property in any and
all countries. I will sign documents that the Company may reasonably request
to obtain such protection. My obligations under this paragraph will continue
even after I leave the Company, provided the Company will reimburse me at a
reasonable rate after I leave the Company for time or expenses actually spent
by me on its behalf.


     9. I understand that my employment with the Company requires my undivided
attention and effort. As a result, during my employment, I will not, without
the company’s express written consent, engage in any other employment or
business that (i) directly or indirectly competes with the current or future
business of the Company; (ii) uses any Company information, equipment,
supplies, facilities or materials; or (iii) otherwise interferes or conflicts
in any way with my employment with the Company.


 








     10. During my employment with the Company and for a period of one (1) year
thereafter, I will not directly or indirectly solicit away employees or
consultants of the Company for my own benefit or for the benefit of any other
person or entity.


     11. During my employment with the Company and after termination of my
employment, I will not directly or indirectly solicit or take away suppliers or
customers of the Company if the identity of the supplier or customer or
information about the supplier or customer relationship is a trade secret or is
otherwise deemed confidential information within the meaning of California law.


     12. I agree and authorize the Company to use, reuse, and grant others the
right to use and reuse, both during and after my employment, my name,
photograph, likeness (including caricature), voice, and biographical
information, and any reproduction or simulation thereof, in any current or
future media (including but not limited to film, video and digital or other
electronic media) in connection with any promotion, marketing or advertising of
the Company or its products or services.


     13. I represent that my performance of all the terms of this agreement and
my responsibilities as an employee of the Company will not breach any invention
assignment/proprietary information agreement with any former employer or other
party and that will not use or disclose any trade secrets or proprietary
information from any former employer or third party in the course of my
employment with the Company. I also represent that I will not bring with me to
the Company or use in the performance of my responsibilities for the Company
any property of a former employer that would not generally be available to the
public or have not been legally transferred to the Company. I hereby authorize
the Company to notify, after I leave the Company, my employer or future
employer of the terms of this Agreement and my responsibilities detailed in
this agreement.


     14. I understand that any breach or threatened breach of this agreement by
me will likely result in irreparable harm and the Company will be entitled to
injunctive relief to enforce this agreement and shall have the right to recover
the reasonable attorney’s fees and court costs expended in connection with any
litigation instituted to enforce this agreement.


     15. This agreement will be governed and interpreted in accordance with the
internal laws of the State of California, without regard to or application of
choice of law rules or principles. In the event that any provision of this
agreement is found by a court or other competent tribunal to be illegal,
invalid or unenforceable, then that provision will not be voided but enforced
to the maximum extent allowed, and the remainder of the agreement will remain
in full force and effect.


     16. I have been notified and understand that certain Inventions may be
excepted from this agreement if it qualifies fully under the provisions of
Section 2870 of the California Labor Code, which states as follows:


ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL
ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR
HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED
ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT,
SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS
THAT EITHER: (1) RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF
THE INVENTION TO THE EMPLOYER’S BUSINESS, OR ACTUALLY OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER, OR (2) RESULT FROM ANY
WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER. TO THE EXTENT A PROVISION IN
AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION
OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR
CODE SECTION 2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE
AND IS UNENFORCEABLE.


 








     17. I understand that this agreement does not constitute an employment
contract or obligate the Company to employ me for any period of time. I
understand that my employment with the Company is at will and may be terminated
by the Company at any time and for any reason, with or without notice. This
agreement will be effective as of the first day of my employment by the Company
which will be July 31, 2001.



	 	 	 	 	 
	Intuit Inc.:	 	
Employee:
	 
	By:	/s/ Greg J. Santora	 	
By:	 /s/ Lorrie M. Norrington
	 	
	 	 	

	 
	Title:	Senior Vice President and Chief Financial Officer