ex10_1.htm


    
      

    

    Exhibit
      10.1

     

     

    FORM
      OF

    VOTING
      AGREEMENT

    


    THIS
      VOTING AGREEMENT (this “Agreement”) is made
      and entered into as of December __, 2007 by and between Intuit Inc., a Delaware
      corporation (“Parent”), and the
      undersigned stockholder (the “Stockholder”) of
      Electronic Clearing House, Inc., a Nevada corporation (the “Company”).

    


    RECITALS:

    


    A.           Parent,
      the Company and Merger Sub have entered into an Agreement and Plan of Merger
      dated as of December 19, 2007 (the “Merger Agreement”),
      which provides for the merger (the “Merger”) of Merger
      Sub with and into the Company, pursuant to which all outstanding capital stock
      of the Company will be converted into the right to receive a cash payment,
      as
      set forth in the Merger Agreement.

    


    B.           The
      Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
      such number of shares of the outstanding capital stock of the Company, and
      such
      number of shares of capital stock of the Company issuable upon the exercise
      of
      outstanding options and warrants, as is indicated on the signature page of
      this
      Agreement.

    


    C.           In
      consideration of the execution of the Merger Agreement by Parent, the
      Stockholder (in his or her capacity as such) has agreed to vote the Shares
      (as
      defined below) so as to facilitate consummation of the Merger.

    


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

    


    1.      Certain
      Definitions.  Capitalized terms used but not defined herein
      shall have the respective meanings ascribed thereto in the Merger
      Agreement.  For all purposes of and under this Agreement, the
      following terms shall have the following respective meanings:

    


    (a)           “Expiration
      Date”
shall mean the earlier to occur of (i) such date and time as the Merger
      Agreement shall have been validly terminated pursuant to its terms, or
      (ii) such date and time as the Merger shall become effective in accordance
      with the terms and conditions set forth in the Merger Agreement.

    


    (b)           “person”
shall
      mean
      any individual, corporation (including any not-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, limited liability company, trust, company (including any limited
      liability company or joint stock company), association, organization, entity,
      or
      governmental authority.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)           “Shares”
shall
      mean:
      (i) all securities of the Company (including all shares of capital stock of
      the Company and all options, warrants and other rights to acquire shares of
      capital stock of the Company) owned by the Stockholder as of the date of this
      Agreement, and (ii) all additional securities of the Company (including all
      additional shares of capital stock of the Company and all additional options,
      warrants and other rights to acquire shares of capital stock of the Company)
      of
      which the Stockholder acquires beneficial ownership during the period commencing
      with the execution and delivery of this Agreement until the Expiration
      Date.

    


    (d)           Transfer.  A
      person shall be deemed to have effected a “Transfer” of a
      security if such person directly or indirectly (i) sells, pledges,
      encumbers, grants an option with respect to, establishes an open “put equivalent
      position” within the meaning of Rule 16a-h under the Exchange Act, transfers or
      otherwise disposes of such security or any interest therein (including the
      economic consequences of ownership), or (ii) enters into an agreement or
      commitment providing for the sale of, pledge of, encumbrance of, grant of an
      option with respect to, establishment of a “put equivalent position” with
      respect to, transfer of or other disposition of such security or any interest
      therein (including the economic consequences of ownership).

    


    2.      Transfer
      of
      Shares.

    


    (a)           Transfer
      of
      Shares.  The Stockholder hereby agrees that, at all times
      during the period commencing with the execution and delivery of this Agreement
      until the Expiration Date, the Stockholder shall not cause or permit any
      Transfer of any of the Shares to be effected or make any offer regarding any
      Transfer of any of the Shares; provided, however,
      that the
      Stockholder may Transfer Shares to a family member or trust for estate planning
      purposes, provided that, as a condition to any such Transfer to a family member
      or trust, the transferee has agreed with Parent in writing to be bound by the
      terms of this Agreement (including granting a Proxy as contemplated hereby)
      and
      to hold such Shares subject to all the terms and provisions of this
      Agreement.

    


    (b)           Transfer
      of Voting
      Rights.  The Stockholder hereby agrees that, at all times
      commencing with the execution and delivery of this Agreement until the
      Expiration Date, the Stockholder shall not deposit, or permit the deposit of,
      any Shares in a voting trust, grant any proxy in respect of the Shares, or
      enter
      into any voting agreement or similar arrangement, commitment or understanding
      in
      a manner inconsistent with the terms of Section 3 hereof or
      otherwise in contravention of the obligations of the Stockholder under this
      Agreement, with respect to any of the Shares.

    


    3.      Agreement
      to Vote
      Shares.  Until the Expiration Date, at every meeting of
      stockholders of the Company called with respect to any of the following, and
      at
      every adjournment or postponement thereof, and on every action or approval
      by
      written consent of stockholders of the Company with respect to any of the
      following, the Stockholder shall vote, to the extent not voted by the person(s)
      appointed under the Proxy (as defined in Section 4
      hereof), the Shares:

    


    (a)           in
      favor of approval of the Merger;

    


    (b)           against
      approval of any proposal made in opposition to, or in competition with,
      consummation of the Merger and the transactions contemplated by the Merger
      Agreement, and against any action or agreement that would result in a breach
      of
      any representation, warranty, covenant, agreement or other obligation of the
      Company in the Merger Agreement; and


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (c)           against
      any Acquisition Proposal or (other than those actions that relate to the Merger
      and the transactions contemplated by the Merger Agreement) any
      other:  (A) merger, consolidation, business combination, sale of
      assets, reorganization or recapitalization of the Company or any subsidiary
      of
      the Company with any party, (B) sale, lease or transfer of any significant
      part of the assets of the Company or any subsidiary of the Company,
      (C) reorganization, recapitalization, dissolution, liquidation or winding
      up of the Company or any subsidiary of the Company, (D) material change in
      the capitalization of the Company or any subsidiary of the Company, or the
      corporate structure of the Company or any subsidiary of the Company, or (E)
      action that is intended, or could reasonably be expected to, impede, interfere
      with, delay, postpone, discourage or adversely affect the Merger or any of
      the
      other transactions contemplated by the Merger Agreement.

    


    4.      Irrevocable
      Proxy.  Concurrently with the execution of this Agreement, the
      Stockholder agrees to deliver to Parent a proxy in the form attached hereto
      as
Exhibit A
      (the “Proxy”),
      which shall be irrevocable to the fullest extent permissible by applicable
      law,
      with respect to the Shares.

    


    5.      No
      Solicitation.  The Stockholder hereby represents and warrants
      that he or she has read Section 5.4 of the Merger Agreement and agrees to be
      bound by the provisions of such section.

    


    6.      Representations
      and
      Warranties of the Stockholder.  The Stockholder hereby
      represents and warrants to Parent that, as of the date hereof and at all times
      until the Expiration Date, (i) the Stockholder is (and will be) the
      beneficial owner of the shares of capital stock of the Company, and the options,
      warrants and other rights to purchase shares of capital stock of the Company,
      set forth on signature page of this Agreement, with full power to vote or direct
      the voting of the Shares for and on behalf of all beneficial owners of the
      Shares; (ii) the Shares are (and will be) free and clear of any liens,
      pledges, security interests, claims, options, rights of first refusal, co-sale
      rights, charges or other encumbrances of any kind or nature (each an “Encumbrance”);
      (iii) the Stockholder does not as of the date of this Agreement
      beneficially own any securities of the Company other than the shares of capital
      stock of the Company, and options, warrants and other rights to purchase shares
      of capital stock of the Company, set forth on the signature page of this
      Agreement; (iv) the Stockholder has (and will have) full power and
      authority to make, enter into and carry out the terms of this Agreement and
      the
      Proxy; (v) the Stockholder agrees that it will not bring, commence, institute,
      maintain, prosecute, participate in or voluntarily aid any action, claim, suit
      or cause of action, in law or in equity, in any court or before any governmental
      entity, which (a) challenges the validity of or seeks to enjoin the operation
      of
      any provision of this Agreement or (b) alleges that the execution and delivery
      of this Agreement by the Stockholder, either alone or together with the other
      Company voting agreements and proxies to be delivered in connection with the
      execution of the Merger Agreement, or the approval of the Merger Agreement
      by
      the board of directors of the Company, breaches any fiduciary duty of the board
      of directors of the Company or any member thereof; (vi) the execution, delivery
      and performance of this Agreement by the Stockholder and the proxy contained
      herein does not violate or breach, and will not give rise to any violation
      or
      breach of, the Stockholder’s certificate of formation or limited liability
      company agreement or other organizational documents (if the Stockholder is
      not
      an individual), or any law, contract, instrument, arrangement or agreement
      by
      which such Stockholder is bound; (vii) this Agreement has been duly executed
      by
      the Stockholder and constitutes the valid and legally binding obligation of
      the
      Stockholder, enforceable against the Stockholder in accordance with its terms,
      except to the extent that the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium or other similar laws relating to creditors’
rights and general principles of equity and the availability of equitable
      remedies may be limited by equitable principles of general applicability; and
      (viii) the execution, delivery and performance of this Agreement and the proxy
      contained herein do not, and performance of this Agreement will not, require
      any
      consent, approval, authorization or permit of, or filing with or notification
      to, any governmental or regulatory authority (other than any necessary filing
      under the Exchange Act), domestic or foreign.


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    7.      Consent
      and
      Waiver.  The Stockholder (not in his or her capacity as a
      director or officer of the Company) hereby gives any consents or waivers that
      are reasonably required for the consummation of the Merger under the terms
      of
      any agreements to which the Stockholder is a party, or pursuant to any rights
      Stockholder may have.  The Stockholder further consents and authorizes
      Parent and Company to publish and disclose in the Proxy Statement (including
      all
      documents filed with the SEC in connection therewith) its identity and ownership
      of the Shares and the nature of its commitments, arrangements and understandings
      under this Agreement.

    


    8.      Legending
      of
      Shares.  If so requested by Parent, the Stockholder hereby
      agrees that the Shares shall bear a legend stating that they are subject to
      this
      Agreement and to an irrevocable proxy.

    


    9.      Termination.  This
      Agreement shall terminate and be of no further force or effect as of the
      Expiration Date.

    


    10.    Appraisal
      Rights.  The Stockholder irrevocably waives and agrees not to
      exercise any rights (including, without limitation, under Sections 92A.300
      through 92A.500 of the Nevada Revised Statutes) to demand appraisal of any
      of
      the Shares which may arise with respect to the Merger.

    


    11.    Miscellaneous.

    


    (a)           Waiver.  No
      waiver by any party hereto of any condition or any breach of any term or
      provision set forth in this Agreement shall not be effective unless in writing
      and signed by each party hereto.  The waiver of a condition or any
      breach of any term or provision of this Agreement shall not operate as or be
      construed to be a waiver of any other previous or subsequent breach of any
      term
      or provision of this Agreement.  Any such waiver shall not be
      applicable or have any effect except in the specific instance in which it is
      given.

    


    (b)           Severability.  In
      the event that any term, provision, covenant or restriction set forth in this
      Agreement, or the application of any such term, provision, covenant or
      restriction to any person, entity or set of circumstances, shall be determined
      by a court of competent jurisdiction to be invalid, unlawful, void or
      unenforceable to any extent, the remainder of the terms, provisions, covenants
      and restrictions set forth in this Agreement, and the application of such terms,
      provisions, covenants and restrictions to persons, entities or circumstances
      other than those as to which it is determined to be invalid, unlawful, void
      or
      unenforceable, shall remain in full force and effect, shall not be impaired,
      invalidated or otherwise affected and shall continue to be valid and enforceable
      to the fullest extent permitted by applicable law.


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    (c)           Binding
      Effect;
      Assignment.  This Agreement and all of the terms and provisions
      hereof shall be binding upon, and inure to the benefit of, the parties hereto
      and their respective successors and permitted assigns, but, except as otherwise
      specifically provided herein, neither this Agreement nor any of the rights,
      interests or obligations of the Stockholder may be assigned to any other person
      without the prior written consent of Parent.

    


    (d)           Amendments.  This
      Agreement may not be modified, amended, altered or supplemented, except upon
      the
      execution and delivery of a written agreement executed by each of the parties
      hereto.

    


    (e)           Specific
      Performance;
      Injunctive Relief.  Each of the parties hereto hereby
      acknowledge that (i) the representations, warranties, covenants and
      restrictions set forth in this Agreement are necessary, fundamental and required
      for the protection of Parent and to preserve for Parent the benefits of the
      Merger; (ii) such covenants relate to matters which are of a special,
      unique, and extraordinary character that gives each such representation,
      warranty, covenant and restriction a special, unique, and extraordinary value;
      and (iii) a breach of any such representation, warranty, covenant or
      restriction, or any other term or provision of this Agreement, will result
      in
      irreparable harm and damages to Parent which cannot be adequately compensated
      by
      a monetary award.  Accordingly, Parent and the Stockholder hereby
      expressly agree that in addition to all other remedies available at law or
      in
      equity, Parent shall be entitled to the immediate remedy of specific
      performance, a temporary and/or permanent restraining order, preliminary
      injunction, or such other form of injunctive or equitable relief as may be
      used
      by any court of competent jurisdiction to restrain or enjoin any of the parties
      hereto from breaching any representations, warranties, covenants or restrictions
      set forth in this Agreement, or to specifically enforce the terms and provisions
      hereof.

    


    (f)           Governing
      Law.  This Agreement shall be governed by and construed,
      interpreted and enforced in accordance with the laws of the State of New York
      without giving effect to any choice or conflict of law provision, rule or
      principle (whether of the State of New York or any other jurisdiction) that
      would cause the application of the laws of any jurisdiction other than the
      State
      of New York.

    


    (g)           Entire
      Agreement.  This Agreement and the Proxy and the other
      agreements referred to in this Agreement set forth the entire agreement and
      understanding of Parent and the Stockholder with respect to the subject matter
      hereof and thereof, and supersede all prior discussions, agreements and
      understandings between Parent and the Stockholder, both oral and written, with
      respect to the subject matter hereof and thereof.

    


    (h)           Notices.  All
      notices and other communications pursuant to this Agreement shall be in writing
      and deemed to be sufficient if contained in a written instrument and shall
      be
      deemed given if delivered personally, telecopied, sent by nationally-recognized
      overnight courier or mailed by registered or certified mail (return receipt
      requested), postage prepaid, to the respective parties at the following address
      (or at such other address for a party as shall be specified by like
      notice):


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              If
                to Parent:

            	
              Intuit
                Inc.

            


    

    2632
      Marine Way

    Mountain
      View, CA 94043

    Attention:
      General Counsel

    Telephone
      No.:  (650) 944-6622

    Telecopy
      No.:  (650) 944-6000

    


    
      	
               

            	
              with
                a copy to:

            	
              O’Melveny
                & Myers LLP

            


    

    Embarcadero
      Center West

    275
      Battery Street, Suite 2600

    San
      Francisco, California 94111

    Attention:    Michael S.
      Dorf, Esq.

    Telephone
      No.:  (415) 984-8700

    Telecopy
      No.:  (415) 984-8701

    


    If
      to the
      Stockholder:   To the address for notice
      set forth on the signature page hereof.

    


    (i)           Further
      Assurances.  The Stockholder (in his or her capacity as such)
      shall execute and deliver any additional certificate, instruments and other
      documents, and take any additional actions, as Parent may deem necessary or
      desirable, in the reasonable opinion of Parent, to carry out and effectuate
      the
      purpose and intent of this Agreement.

    


    (j)           Headings.  The
      section headings set forth in this Agreement are for convenience of reference
      only and shall not affect the construction or interpretation of this Agreement
      in any manner.

    


    (k)           Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, and all of which together shall constitute one and the same
      instrument.

    


    (l)           Rules
      of
      Construction.  The parties hereto agree that they have been
      represented by counsel during the negotiation and execution of this Agreement
      and, therefore, waive the application of any law, regulation, holding or rule
      of
      construction providing that ambiguities in an agreement or other document will
      be construed against the party drafting such agreement or document.

    


    (m)           Expenses.  All
      costs and expenses incurred in connection with this Agreement shall be paid
      by
      the party incurring such cost or expense.

    


    (n)           Waiver
      of Jury
      Trial.  Each of Parent, Company and Stockholder hereby
      irrevocably waives all right to trial by jury in any action, proceeding or
      counterclaim (whether based on contract, tort or otherwise) arising out of
      or
      relating to this agreement.


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
      as of the date first written above.

    


    


    
      	 	
              INTUIT
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Signature
                of Authorized Signatory

            
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 


    

     

    *****VOTING
      AGREEMENT*****


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Signature

            
	 	 	 
	 	
              Name:

            	 
	 	 	 
	 	
              Title:

            	 
	 	 	 
	 	 
	 	 	 
	 	 
	 	
              Print
                Address 

            
	 	 	 
	 	 
	 	
              Telephone 

            
	 	 	 
	 	 
	 	
              Facsimile
                No. 

            
	 	 	 
	 	
              Shares
                beneficially owned:

            


    

    


    
      	 	
              __________
                shares of Company capital stock

            
	 	 
	 	
              __________
                shares of Company capital stock issuable upon the exercise of outstanding
                options, warrants or other rights

            


    

     

    *****VOTING
      AGREEMENT*****


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    IRREVOCABLE
      PROXY

    


    The
      undersigned stockholder of Electronic Clearing House, Inc., a Nevada
      corporation (the “Company”), hereby
      irrevocably (to the fullest extent permitted by law) appoints the directors
      of
      the Board of Directors of Intuit Inc., a Delaware corporation (“Parent”), and each
      of
      them, as the sole and exclusive attorneys-in-fact and proxies of the
      undersigned, with full power of substitution and resubstitution, to vote and
      exercise all voting and related rights (to the full extent that the undersigned
      is entitled to do so) with respect to all of the shares of capital stock of
      the
      Company that now are or hereafter may be beneficially owned by the undersigned,
      and any and all other shares or securities of the Company issued or issuable
      in
      respect thereof on or after the date hereof (collectively, the “Shares”) in
      accordance with the terms of this irrevocable proxy (the “Proxy”). The Shares
      beneficially owned by the undersigned stockholder of the Company as of the
      date
      of this Proxy are listed on the final page of this Proxy. Upon the execution
      of
      this Proxy by the undersigned, any and all prior proxies given by the
      undersigned with respect to any Shares are hereby revoked and the undersigned
      hereby agrees not to grant any subsequent proxies with respect to the Shares
      until after the Expiration Date (as defined below).

    


    This
      Proxy is irrevocable (to the fullest extent permitted by law), is coupled with
      an interest and is granted pursuant to that certain Voting Agreement of even
      date herewith by and between Parent and the undersigned stockholder (the “Voting Agreement”),
      and is granted in consideration of Parent entering into that certain Agreement
      and Plan of Merger dated as of December 19, 2007 (the “Merger Agreement”),
      by and among Parent, Elan Acquisition Corporation, a Nevada corporation and
      a
      wholly-owned subsidiary of Parent (“Merger Sub”), and the
      Company, which provides for the merger of Merger Sub with and into the Company
      in accordance with its terms (the “Merger”).  As
      used herein, the term “Expiration Date”
shall mean
      the earlier to occur of (i) such date and time as the Merger
      Agreement shall have been validly terminated pursuant to its terms, or
      (ii) such date and time as the Merger shall become effective in accordance
      with the terms and conditions set forth in the Merger Agreement.

    


    The
      attorneys and proxies named above, and each of them, are hereby authorized
      and
      empowered by the undersigned, at any time prior to the Expiration Date, to
      act
      as the undersigned’s attorney and proxy to vote the Shares, and to exercise all
      voting, consent and similar rights of the undersigned with respect to the Shares
      (including, without limitation, the power to execute and deliver written
      consents) at every annual, special, adjourned or postponed meeting of
      stockholders of the Company and in every written consent in lieu of such
      meeting:

    


    (i)           in
      favor of approval of the Merger;

    


    (ii)           against
      approval of any proposal made in opposition to, or in competition with,
      consummation of the Merger and the transactions contemplated by the Merger
      Agreement, and against any action or agreement that would result in a breach
      of
      any representation, warranty, covenant, agreement or other obligation of the
      Company in the Merger Agreement; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (iii)           against
      any Acquisition Proposal or (other than those actions that relate to the Merger
      and the transactions contemplated by the Merger Agreement) any
      other:  (A) merger, consolidation, business combination, sale of
      assets, reorganization or recapitalization of the Company or any subsidiary
      of
      the Company with any party, (B) sale, lease or transfer of any significant
      part of the assets of the Company or any subsidiary of the Company, (C)
      reorganization, recapitalization, dissolution, liquidation or winding up of
      the
      Company or any subsidiary of the Company, (D) material change in the
      capitalization of the Company or any subsidiary of the Company, or the corporate
      structure of the Company or any subsidiary of the Company, or (E) action that
      is
      intended, or could reasonably be expected to, impede, interfere with, delay,
      postpone, discourage or adversely affect the Merger or any of the other
      transactions contemplated by the Merger Agreement.

    


    The
      attorneys-in-fact and proxies named above may not exercise this Proxy on any
      other matter except as provided above.

    


    Any
      obligation of the undersigned hereunder shall be binding upon the successors
      and
      assigns of the undersigned.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Proxy is irrevocable (to the fullest extent permitted by law).  This
      Proxy shall terminate, and be of no further force and effect, automatically
      upon
      the Expiration Date.

    


    


    


    Dated:  December
      ____, 2007

    


    
      	 	
              Signature
                of Stockholder:

            	 
	 	 	 
	 	
              Print
                Name of Stockholder:

            	 
	 	
               

            	 
	 	
              Shares
                beneficially owned:

            
	 	 	 
	 	
              ________
                shares of Company capital stock

            
	 	 	 
	 	
              ________
                shares of the Company capital stock issuable upon the exercise of
                outstanding options, warrants or other
                rights