exv10w01






Exhibit 10.01








November 16, 2005



Dan Maurer



Dear Dan:



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 Vice President, Marketing, Consumer Tax Group in San
Diego, California reporting directly to me. We have all been impressed by your talents, energy and
experience, and are excited about the prospect of you joining our team.



This offer will remain open until close of business, Friday, November 18, 2005. The terms of our
offer are as follows:




START DATE



Your first day of employment with Intuit will be January 3, 2006 (“Start Date”).




BASE COMPENSATION



For your services, you will be paid an annual base salary of $340,000, payable in bi-weekly
installments and in accordance with Intuit’s standard payroll practices.




ONE-TIME BONUS



You will be paid a one-time bonus of $200,000 (“One-Time Bonus”) within thirty days of your
Start Date. The One-Time Bonus will be paid to you after deduction of required federal and state
income and payroll tax withholding. In the event that you resign prior to your first anniversary
of employment with Intuit, you agree to repay the One-Time Bonus back to Intuit. In the event
that you resign following your first anniversary of employment with Intuit but prior to your second
anniversary of employment with Intuit, you agree to repay 50% of the One-Time Bonus back to Intuit.




ANNUAL PERFORMANCE BONUS ELIGIBILITY



You will be eligible to participate in Intuit’s Performance Incentive Plan (“IPI”), a cash
incentive compensation program based on the fiscal year beginning August 1, 2005 and ending July
31, 2006 (Intuit’s 2006 fiscal year). Your target percentage under the IPI for Intuit’s 2006
fiscal year will be 40% of your base salary. Provided you are employed by Intuit on the day Intuit
pays out the 2006 fiscal year IPI awards, you will be paid a minimum of $136,000 for the 2006
fiscal year (100% of your IPI target bonus for fiscal 2006). This IPI award will be paid to you
after reduction for required and customary income and payroll tax withholdings. Payouts under the
IPI are tied to the achievements of Intuit and individual performance and are made to individuals
who are employed on the date the IPI payment is made. IPI payments are made once a year in late
August or September. The actual amount of your award, if any, will be determined in accordance
with the terms and conditions outlined in the IPI plan document. IPI payments are made after
reduction for required and customary income and payroll tax withholdings.




EQUITY



Subject to approval by the Compensation and Organizational Development Committee of Intuit’s
Board of Directors or its designee, you will be granted a nonqualified stock option to purchase
20,000 shares of Common Stock of Intuit Inc. These options will be granted to you sometime during
the month following the month of your Start Date.





 









 







The exercise price per share will be equal to the closing price of Intuit’s Common Stock on the
Nasdaq National Market on the date of grant. If, however, that is not a trading day, the exercise
price per share will be the closing price on the last trading day preceding the date of grant. The
options will be subject to the terms of the Intuit Inc. 2005 Equity Incentive Plan. The options
will vest over three years as to 33-1/3% of the option shares twelve months from your Start Date,
and as to an additional 2.778% of the option shares monthly thereafter for the next two years,
provided you remain employed by Intuit or one of its subsidiaries on the vesting date. The option
will have a maximum term of seven years.




RELOCATION



You will be eligible for Intuit’s executive relocation benefits under Intuit’s Relocation
Policy. In addition to the executive relocation benefits provided under Intuit’s Relocation
Policy, Intuit will also provide up to two (2) round-trip airline tickets for you and your spouse
to and from San Diego, California to Cincinnati, Ohio each month for eight consecutive months
beginning with the month of your Start Date. Additionally, if you do not require temporary housing
in San Diego prior to the eighth month anniversary of your Start Date, then for each month prior to
your eighth month anniversary which you cease to require temporary housing, you will receive a cash
bonus equal to the amount of your temporary housing costs from Intuit. Both the airline tickets
and the possible monthly bonus will be grossed-up to cover your applicable taxes.



If you resign from Intuit prior to your first anniversary of employment, you agree to reimburse
Intuit for a prorated amount of the relocation benefits paid to you or on your behalf. To
determine the amount to be repaid, Intuit will reduce the amount paid to you and on your behalf by
one-twelfth for every complete month of service after your Start Date.




INSURANCE



You will be eligible to participate in Intuit’s group health, life and dental insurance plans.
Your benefits will become effective on your Start Date.



401(K)



Intuit has a comprehensive benefits package that includes the Intuit Inc. 401(k) Plan. Intuit will
automatically withhold two percent (2%) from your wages up to $210,000 for 2005 for each payroll
period beginning with the first payroll period following thirty (30) days after your Start Date and
remit it as a salary deferral contribution to the 401(k) Plan. These funds will automatically be
invested in an appropriate Fidelity Freedom Fund. Of course, you may elect at any time, to
contribute more or less of your wages—or not at all—to the 401(k) Plan. In addition, you are
encouraged to select the investment funds that meet your personal financial objectives. At New Hire
Orientation you will receive more information about the entire Intuit benefits package, including
how to opt-out entirely from participation in the 401(k) Plan and how to change your investment
funds or deferral percentage of participation. By signing below, you agree to this withholding
from your wages until you take express action otherwise. Please note, however, in the event that
you have already made contributions in 2005 to a previous employer’s 401(k) plan, please contact
Access HR at 800-819-1620 with the amount of your 2005 contributions so that you do not contribute
more than the IRS’s annual limit.




VACATION



You will accrue four weeks of vacation during your first year of employment.






 









 








SICK DAYS



You will be granted 40 hours of sick leave each calendar year. 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 fiscal year. Your first salary
review will be conducted in connection with your performance review for the fiscal year ending July
31, 2006.




BACKGROUND CHECK



This offer, and your employment, is contingent on Intuit’s verification of background
information, even if you should begin employment before completion of Intuit’s background check.




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.




EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT



You will execute and abide by Intuit’s Employee Invention Assignment and Confidentiality
Agreement, attached hereto as Exhibit A, as a condition of employment.




WORK AUTHORIZATION



Federal law requires Intuit to document an employee’s authorization to work in the United
States. To comply, Intuit must have a completed Form I-9 for you within three business days of
your Start Date. You agree to provide Intuit with documentation required by the Form I-9 to
confirm you are authorized to work in the United States. You understand and agree that if you do
not comply with this requirement by close of business on the third business day following your
Start Date, you will be placed on unpaid leave for up to five days to comply. You further
understand and agree that failure to provide the necessary documentation by the end of the leave of
absence period will result in termination 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 for any reason or no
reason by yourself or Intuit. This at-will employment relationship can only be modified in writing
signed by Intuit’s Senior Vice President of Human Resources.



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. The original of this letter is for your records. Please
fax the signed offer letter and Employee Invention Assignment and Confidentiality Agreement to
Brenda Isely at (650) 944-3655.



If you have any questions, please feel free to contact Michael McNeal at (650) 944-2680.





 









 







We look forward to you joining the Intuit team.



Sincerely,




	 	 	 	 	 
	 
	/s/ ROB LAKE
 	 
	Rob Lake 	 
	Director

Talent Acquisition 	 
	 


AGREED AND ACCEPTED:




	 	 	 	 	 	 	 

	/s/ DAN MAURER
 

Dan Maurer

	 	 	 	11/17/05
 

Date
	 	 





Start Date: January 3, 2006










 









 








EXHIBIT A




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 Company Inventions (as defined below) and in all related worldwide patents, patent
applications, copyrights, mask works, trademarks, trades secrets and other intellectual property
rights (“Intellectual Property Rights”). Accordingly, I am entering into this agreement
(“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 that may be disclosed to me by
the Company or a third party that relates to the business of the Company or to the business of any
parent, subsidiary, affiliate, customer or supplier of the Company or any other party with whom the
Company agrees to hold information of such party in confidence (“Proprietary Information”).
Proprietary Information includes, but is not limited to, “Company Inventions” (as defined below),
marketing plans, product plans, business strategies, financial information, forecasts, personnel
information, customer lists, supplier lists, and trade secrets.



     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 as may be necessary to perform my duties as an employee of the Company for the
benefit of the Company and 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 period 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 that I
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 patentable, copyrightable or protectible as
trade secrets or other Intellectual Property Rights (“Inventions”).



     5. I understand that, under the copyright laws, any copyrightable works prepared by me within
the 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 (“Company
Inventions”), will be the sole and exclusive property of the Company. I agree to assign, and do
hereby assign, to the Company any and all rights that I may have in any such Company Inventions and
in any Intellectual Property Rights therein or related thereto. Attached hereto as Exhibit
A is a list describing all inventions, original works of authorship, developments and trade
secrets which were made by me (including patents, original works of authorship and developments I
worked on with a prior employer) prior to the date of this Agreement, which belong to me (or belong
to me and third parties) and which are not assigned to the Company (“Prior Inventions”). If
disclosure of any Prior Inventions would cause me to violate any prior confidentiality agreement, I
understand that I am not to list such Prior Inventions in Exhibit A but should only
disclose a cursory name for each such invention, the owners of that invention and why full
disclosure has not been made. If no such list is attached, it is because there are no Prior
Inventions. I acknowledge and agree that if I use any of my Prior Inventions in the scope of my
employment, or include them in any product or service of the Company, I hereby grant to the Company
a perpetual, irrevocable, nonexclusive, world-wide, royalty-free license to use, disclose, make,
have made, sell, import, copy, distribute, modify and create works based on, perform or display
such Prior Inventions and to sublicense third parties with the same rights. I will not use or
disclose any Prior Inventions in the scope of my employment at the Company if such use or
disclosure would cause me to violate any obligations to any third party.



 









 





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



     8. I agree to assist the Company in every proper way to obtain and enforce the Intellectual
Property Rights and other legal protections for the Company Inventions in any and all countries. I
will sign documents that the Company may reasonably request for use in obtaining and enforcing 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. I appoint the Secretary of the Company as my
attorney-in-fact to execute documents on my behalf for the purposes set forth in this paragraph.



     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 competes with the current or
future business of the Company; (ii) uses any Company information, equipment, supplies, facilities
or materials; or (iii) otherwise conflicts with the Company’s business interest and causes a
disruption of its operations.



     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 and after the termination of my employment with the Company, I will not
directly or indirectly solicit or otherwise take away customers or suppliers of the Company if, in
so doing, I access, use or disclose any Proprietary Information belonging to the Company. I
acknowledge and agree that the names and addresses of the Company’s customers and suppliers, and
all other confidential information related to them, including their buying and selling habits and
special needs, whether obtained by, or disclosed to me during my employment, constitute trade
secrets of the Company.



     12. I hereby 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 form of
media or technology now known or hereafter developed (including, but not limited to, film, video
and digital or other electronic media) in connection with the Company’s business, including any
promotion, marketing or advertising of the Company or its products or services which was obtained
by the Company during my employment with the Company.



     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,
nonsolicitation, noncompetition, or other agreement or obligation with any former employer or other
party. 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 or materials or trade secrets of a former employer
or third party that are not generally available to the public or would not have been legally
transferred to the Company. I hereby authorize the Company to notify, after I leave the Company,
third parties, including, without limitation, customers and actual or future employers of the terms
of this Agreement and my responsibilities detailed in this Agreement. I agree to provide the
Company with contact information for all of my employers during the one (1) year period after the
termination of my employment with the Company.



     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 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 provision will remain in full force and effect. If such clause
or provision cannot be so enforced, such provision shall be stricken from this Agreement and the
remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause
or provision had (to the extent not enforceable) never been contained in this Agreement.



     16. I have been notified and understand that the provisions of Sections 6 and 7 of this
Agreement do not apply to any Company Inventions that qualify 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. This Agreement and any documents referred to herein constitute the entire agreement and
understanding of the parties with respect to the subject matter of this Agreement, and supersede
all prior understandings and agreements, whether oral or written, between or among the parties
hereto with respect to the specific subject matter hereof.



18. This Agreement may be amended only by a written agreement executed by each of the parties
hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will
be enforceable unless set forth in a writing signed by the party against whom enforcement is
sought. Any amendment effected in accordance with this section will be binding upon all parties
hereto and each of their respective successors and assigns. No delay or failure to require
performance of any provision of this Agreement shall constitute a waiver of that provision as to
that or any other instance. No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall
it constitute the waiver of any performance other than the actual performance specifically waived.



19. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal representatives. The Company may
assign any of its rights and obligations under this Agreement. No other party to this Agreement
may assign, whether voluntarily or by operation of law, any of its rights and obligations under
this Agreement, except with the prior written consent of the Company.



20. 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 or no





 









 







reason, with or without notice and with or without cause. I acknowledge that any statements or
representations to the contrary are ineffective, unless put into a writing signed by the Company.
I further acknowledge that my participation in any stock option or benefit program is not to be
construed as any assurance of continuing employment for any particular period of time.



21. This Agreement will be effective as of the first day of my employment by the Company, or upon
disclosure of covered Company Proprietary Information should that disclosure occur prior to the
first day of my employment, or upon the date of my signature below, whichever date occurs first.




	 	 	 	 	 
	Employee:

 	 
	By:  	/s/ DAN MAURER
 	 
	 	Name: 	Dan Maurer 	 


Date: 11/17/05 



 











 









MEMORANDUM



To: Dan Maurer



From: Brad Smith



Copy: Sherry Whiteley



Date: January 16, 2008



Subject: New Role



Dan,



We are excited that you have agreed to take on the role of Chief Marketing Officer in addition to
your current role as a Vice President in San Diego. The purpose of this memo is to summarize our
conversations around your transition to this new role and supplement the terms of your employment
as specified in your November 16, 2005 offer letter.



The effective date of this promotion and transfer will be January 28, 2008. In your new role, you
will report directly to me and will continue to be an at will employee.



Effective upon January 28, 2008 (the “Transition Date”), your annual base salary will be increased
to $400,000 and your annual IPI target percentage will be increased to 50%.



Pursuant to the approval by the Compensation and Organizational Development Committee of Intuit’s
Board of Directors or its designee, you will be granted a nonqualified stock option to purchase
25,000 shares of Common Stock of Intuit Inc. These options will be granted to you on the seventh
business day of the month following the Transition Date. The exercise price per share will be
equal to the closing price of Intuit’s Common Stock on the Nasdaq National Market on the date of
grant. If, however, that is not a trading day, the exercise price per share will be the closing
price on the last trading day preceding the date of grant. The options will be subject to the
terms of the Intuit Inc. 2005 Equity Incentive Plan. The options will vest over three years with
33-1/3% of the option shares vesting twelve months from your Transition Date, and an additional
2.778% of the option shares vesting monthly thereafter for the next two years, provided you remain
employed by Intuit Inc. on the vesting dates. The option will have a maximum term of seven years.



Also pursuant to the approval by the Compensation and Organization Development Committee or its
designee, you will be granted 10,000 restricted stock units (referred to as “Stock Units” or
“SUs”). These Stock Units will be granted to you on the seventh business day of the month





 









 







following your Transition Date. The Stock Units will vest 50% after two years and the remaining
50% after three years, so long as you remain employed by Intuit Inc. on the vesting dates. Your
Stock Units and the issuance of the underlying Intuit Inc. Common Stock will be
subject to the terms and conditions of your Stock Unit Agreement and the Intuit Inc. 2005 Equity
Incentive Plan.



This memo, your existing stock option agreements and stock unit agreements and your November 16,
2005 offer letter set forth the entire agreement between you and Intuit regarding the terms of your
employment. You agree to continue to be bound by the Employee Inventions Assignment and
Confidentiality Agreement which you signed on



November 17, 2005.



Please let Sherry or I know if you have any questions or concerns. Congratulations!



Sincerely



Brad



Understood and Agreed:




	 	 	 	 	 	 	 
	 
	/s/ Dan Maurer

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Dan Maurer

	 	 	 	Date	 	 






 









 











MEMORANDUM



To: Dan Maurer



From: Brad Smith



Copy: Sherry Whiteley, Laura Fennell



Date: December 1, 2008



Subject: New Role



Dan,



We are excited that you have agreed to take on the role of SVP/GM of Intuit’s Consumer Tax Group.
The purpose of this memo is to summarize our conversations regarding your transition to this new
role and supplement the terms of your employment as specified in your November 16, 2005 offer
letter, and your January 16, 2008 memo regarding your promotion to Chief Marketing Officer.



The effective date of this transition will be December 2, 2008 (the “Transition Date”). In your
new role, you will continue to report directly to me and will continue to be an at will employee.
On the Transition Date, you also become a Section 16 Officer of Intuit and will be subject to
certain public reporting obligations due to this designation. Cathy Cook of the Legal Department
will be contacting you shortly regarding these obligations.



Effective on the Transition Date, your annual base salary will be increased to $475,000 and your
annual IPI target percentage will be increased to 75%.



Pursuant to the approval by the Compensation and Organizational Development Committee of Intuit’s
Board of Directors, you will be granted a nonqualified stock option to purchase 20,000 shares of
Common Stock of Intuit Inc. These options will be granted to you on the seventh business day of
the month following the Transition Date (i.e., January 2009). The exercise price per share will be
equal to the closing price of Intuit’s Common Stock on the Nasdaq National Market on the date of
grant. If, however, that is not a trading day, the exercise price per share will be the closing
price on the last trading day preceding the date of grant. The options will be subject to the
terms of the Intuit Inc. 2005 Equity Incentive Plan. The options will vest over three years with
33-1/3% of the option shares vesting twelve months from your Transition Date, and an additional
2.778% of the option shares vesting monthly thereafter for the next two years, provided you remain
employed by Intuit Inc. on the vesting dates. The option will have a maximum term of seven years.





 









 







Also pursuant to the approval by the Compensation and Organization Development Committee, you will
be granted 10,000 restricted stock units (referred to as “Stock Units” or “SUs”). These Stock
Units will be granted to you on the seventh business day of the month following your Transition
Date (i.e., January 2009). The Stock Units will vest 50% on January 1, 2011 and the
remaining 50% on January 1, 2012, so long as you remain employed by Intuit Inc. on the vesting
dates. Your Stock Units and the issuance of the underlying Intuit Inc. Common Stock will be subject
to the terms and conditions of your Stock Unit Agreement and the Intuit Inc. 2005 Equity Incentive
Plan.



This memo, your existing stock option agreements and stock unit agreements, your November 16, 2005
offer letter and your January 16, 2008 memo set forth the entire agreement between you and Intuit
regarding the terms of your employment. You agree to continue to be bound by the Employee
Inventions Assignment and Confidentiality Agreement which you signed on



November 17, 2005.



Please let Sherry or me know if you have any questions. Congratulations!



Brad



Understood and Agreed:




	 	 	 	 	 	 	 

	/s/ DAN MAURER
 


	 	 	 	12/1/08
 

	 	 
	Dan Maurer

	 	 	 	Date