Intuit Inc. Exhibit 10.22





EXHIBIT 10.22


(Intuit Logo)


October 12, 2000


Richard William Ihrie

Dear Bill,


On behalf of the Intuit team, it is with great pleasure that I extend to you
this formal offer of employment, to join us in the position of Senior Vice
President, Technology, reporting directly to me. We have all been impressed
and excited by your talents, energy and enthusiasm, and believe that your
capabilities will help us grow in new and highly interesting ways.


The terms of our offer are as follows:


BASE COMPENSATION


For your services, you will be paid an annual base salary of $300,000.00.


You will also be eligible to participate in Intuit’s Employee Performance
Profit Sharing Program. Performance Profit Sharing payments are made
semi-annually to employees in good standing. Performance Sharing is never
guaranteed, since it depends on the Company’s growth and profitability.


BONUS


In addition to Performance Profit Sharing, you will also participate in the
Annual Variable Pay (“AVP”) Program. The AVP Bonus Program will be 50% of your
base salary at target if you are employed on the date the AVP Bonus is paid.
Payouts are tied to the achievements of the Company and individual objectives.


Also included with this offer is a one-time bonus of $200,000.00 (gross)
payable January 10, 2001. If you leave Intuit voluntarily, or involuntarily
for reasons of Cause (“Cause” shall consist of gross negligence in the carrying
out of your duties, willful violation of any Intuit policy, or willful
misconduct which materially affects your work effectiveness), within twelve
(12) months of January 10, 2001, you agree to reimburse Intuit 1/12th of the
Bonus for each month of service less than twelve (12) months.


 









Page 2 of 4


EQUITY


You will receive rights, subject to approval by the Compensation Committee of
Intuit’s Board of Directors, to purchase 100,000 shares of Common Stock of
Intuit Inc. in the form of non-qualified stock options, at an exercise price
equal to fair market value of Intuit’s Common Stock on the date of grant. Such
options shall be subject to the terms of the Intuit Inc. 1993 Equity Incentive
Plan: which include 25% of the options vesting twelve months from the date of
the grant, and with the 1/48th of the remaining vesting monthly thereafter for
the next three years, provided you remain employed on the vesting date, except
as set forth below.


SEPARATION BENEFITS


In the event of voluntary termination or termination with Cause, you will not
be entitled to any cash severance benefits or additional vesting of stock
options.


In the event of your involuntary termination without Cause, you will be
entitled to a single lump sum severance payment equal to six (6) months of your
current annual base salary (less applicable deductions and withholdings)
payable within 30 days after the effective date of your termination. In
addition you will receive accelerated vesting and exercise rights on that
portion of your outstanding new hire options to purchase Intuit common stock
that would have vested during that six (6) month period.


REAL ESTATE LOAN


Intuit will provide you with a low interest loan in an amount up to
$1,800,000.00 for the purpose of purchasing a home near Intuit’s Mountain View
Headquarters, with the provision that you provide a minimum of 20% of the
purchase price of this new home. Intuit will seek to give you the lowest
possible interest rate that stays within IRS guidelines and will have a
security interest in this home. Annual payments on this loan will be for
interest only, and will be due and payable in August of each year. All unpaid,
accrued Interest and Principal will be due at the sale of the home; at
termination of employment; or at 10 years from the origination of the loan,
whichever comes first. In the event of any involuntary termination without
Cause, you will have up to six months to repay all remaining Interest and
Principal, in line with the separation benefits above.


Intuit agrees to forgive the first interest payment due on August 15, 2001.
All taxes associated with the forgiveness of this interest payment will be
borne by you alone.


RELOCATION EXPENSE REIMBURSEMENT


Intuit will reimburse you for expenses associated with moving some of the
furniture and household goods in your primary residence in Alamo to a second
home that you purchase near Intuit’s Mountain View Headquarters.


 








Page 3 of 4


If within one year of your date of hire with Intuit, you should decide to sell
your primary residence in Alamo and situate in a new primary residence near
Intuit’s Mountain View Headquarters, you will be eligible for moving expense
reimbursement as follows:



	       	1.	  	Reasonable and customary costs associated with the sale of your
primary residence in Alamo, including real estate sales commissions,
documentation fees, and other closing costs.
	 
	       	2.	  	Reasonable and customary costs associated with the purchase of a
new primary residence near Intuit’s Mountain View Headquarters,
including such items as title search fees, documentation fees, etc.,
but excluding loan points.
	 
	       	3.	  	Packing, shipping and unpacking of household goods from Alamo to
the new location.



It is understood that in the event that you should utilize this relocation
benefit, and you have already purchased a second home in a location near
Intuit’s Mountain View Headquarters, that any costs associated with the sale of
this home to move into your new primary residence will be borne by you alone.


It is also agreed that the amount of the real estate loan that Intuit has
provided on this home may be transferred to the new primary residence with the
terms and conditions for repayment remaining unchanged.


VACATION


You will accrue three (3) weeks of vacation during your first year of
employment.


SICK DAYS


You will be granted 40 hours each calendar year in the event of any personal
illness. Your sick leave will accrue at the rate of 1.54 hours per pay period
(bi-weekly).


PERFORMANCE/SALARY REVIEWS


Performance and Salary Reviews are conducted at least once per year.


INSURANCE


You will be covered by the company’s group health, life and dental insurance
plans. Your benefits will be effective on the first day of the month following
your date of hire.


START DATE


We anticipate that your start date will be November 27, 2000.


 








Page 4 of 4


CONFIDENTIALITY


This letter confirms our understanding that you are not subject to any
employment agreement that would preclude us from offering this position to you
or you joining our organization. This also confirms that you will not be asked
to disclose to us or utilize any confidential or proprietary information from
your prior places of employment, and that you understand that you must not do
so. In addition, you will agree to execute and abide by a non-disclosure
agreement as a condition of employment.


This letter also confirms the understanding that employment at Intuit is at the
mutual consent of you and Intuit, and is at will in nature and can be
terminated at anytime by yourself or Intuit. You will be required to show
proof of citizenship, permanent residency in the United States, or
authorization to work in the United States, when you begin work at Intuit. This
letter constitutes the entire agreement between you and Intuit and supersedes
any and all prior agreements between the parties regarding employment. Please
review these terms and make sure they are consistent with your understanding.
If so, please sign and date both copies of this letter and confirm your planned
start date. The original of this letter is for your records. If you have any
questions, please feel free to contact me at _________ or Sherry Whiteley
at _________.


Bill, we look forward to you joining the Intuit team.


Sincerely,


/s/ Steve Bennett

President & CEO


AGREED AND ACCEPTED:


	 	 
	/s/ Richard William Ihrie	Date: 10/14/00




Start Date: 11/27/00