exv10w02







	 	 	 	 	 



Exhibit 10.02









December 1, 2008




R. Neil Williams




Dear Neil:



Intuit has reviewed the terms of your employment agreement dated November 2, 2007 (“Employment
Agreement”), in light of the requirements of Section 409A (“Section 409A”) of the Internal Revenue
Code of 1986, as amended (the “Code”) and has concluded that certain changes to your Employment
Agreement are desirable under Section 409A. These changes are intended to bring your Employment
Agreement into documentary compliance with the requirements for administration under Section 409A.
Please review the following changes; however, in order to ensure compliance with Section 409A,
Intuit must receive a copy of this document, executed by you, not later than December 31, 2008.



The first paragraph of subsection 2 under the Section entitled “Severance” will be amended and
restated to read in its entirety as follows:






In the event of your Involuntary Termination, Termination Without Cause or Termination Following
a Change in Control, conditioned upon your execution of a general release and waiver of claims
(in a form mutually satisfactory to you and Intuit) against Intuit, its officers and directors
and your satisfying all conditions to make the release effective and irrevocable within 45 days
after the date of such termination of employment, you will also be entitled to (i) a single lump
sum severance payment equal to twelve (12) months of your then current annual base salary and
100% of your annual target bonus for the then current fiscal year (less applicable deductions
and withholdings) payable upon the effective date of your “separation from service” (as defined
in Treas. Reg. 1.409A-1(h)); and (ii) pro rata acceleration of the vesting and exercisability of
the New Hire Option and the New Hire Stock Units, calculated as follows:


The last paragraph of the Section entitled “Severance” regarding Section 280G will be amended and
restated to read in its entirety as follows:





If your severance and other benefits provided for in this Section constitute “parachute
payments” within the meaning of Section 280G of the Code and, but for this Section, would be
subject to the excise tax imposed by Section 4999 of the Code, then your severance and other
benefits under this paragraph 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 of the Code, in your receipt on an
after-tax basis of the greater amount of severance and other benefits. If payment is to be in a
lesser amount then reduction shall occur in the following order: (i) reduction of payments of
cash; and (ii) cancellation of accelerated vesting of the New Hire Option and the New Hire
Units.



 









 




The paragraph defining “Good Reason” in the “Definitions” section will be amended and restated to
read in its entirety as follows:





“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 Chief Financial Officer and SVP such
that you no longer report directly to the President and CEO, without your prior written consent;
(ii) any reduction in your base annual salary or target bonus opportunity (other than in
connection with a general decrease in the salary or target bonuses for all officers of Intuit)
without your prior consent; (iii) a material breach by Intuit of any of its obligations
hereunder; (iv) failure of any successor to assume this agreement; or (v) a requirement by
Intuit, without your prior written consent, that you relocate your principal office to a
facility more than 50 miles from Intuit’s current Mountain View offices;


The paragraph defining “Involuntary Termination” in the “Definitions” section will be amended and
restated to read in its entirety as follows:





“Involuntary Termination” is your termination of your employment immediately after (i)
delivering written notice to the Company of the occurrence of an event constituting Good Reason
(with such delivery made within the 90 days following the first occurrence of the event
constituting Good Reason), and (ii) the failure of the Company to cure such event within the 30
days following delivery of the notice.


Except as expressly amended or modified herein, all terms and conditions of your Employment
Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect.



Please do not hesitate to contact me with any questions regarding these changes.




Sincerely,




/s/ LAURA A. FENNELL

Laura A. Fennell

Senior Vice President, General Counsel and

Corporate Secretary




AGREED AND ACCEPTED:




	 	 	 
	/s/ R. NEIL WILLIAMS

	 	12/1/2008
	 
	Name

	 	Date






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