Exhibit 10.03



 




EXHIBIT 10.03









July 23, 2003




Nicholas Spaeth














Dear Nick:




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 and General Counsel, reporting directly to me. We have all been
impressed and excited by your talents, energy and experience, and are excited
about the prospect of you joining our team.





The terms of our offer are as follows:




START DATE




We anticipate that you will start employment with Intuit on August 25, 2003.




BASE COMPENSATION




For your services, you will be paid an annual base salary of $450,000, payable
in bi-weekly installments and in accordance with Intuit’s standard payroll
practices.





SIGN-ON BONUS




You will be paid a sign-on bonus of $242,493.98 (“Sign-On Bonus”) to net after
minimum mandatory federal and state income and payroll withholding taxes a
$150,000 payment in your first Intuit paycheck. In the event that you resign
within twelve months of your Start Date, you agree to repay a prorated portion
of the Sign-On Bonus back to Intuit. To determine the amount to be repaid,
Intuit will take the total pre-tax Sign-On Bonus amount and reduce it by
one-twelfth (1/12) for every complete month of service after your Start Date.





2003 CALENDAR YEAR-END BONUS




You will be paid a $200,000 bonus (“2003 CYE Bonus”) on December 31, 2003
provided you are employed on that date. The 2003 CYE Bonus will be paid to you
net of federal and state income and payroll withholding taxes, it will not be
grossed up for taxes.






 








 



ANNUAL PERFORMANCE BASED BONUS




You will be eligible to participate in Intuit’s Performance Incentive Plan
(“IPI”), a cash incentive compensation program. Your participation in the IPI
for the 2004 fiscal year (August 1, 2003 through July 31, 2004) will be 60% of
your base salary at target. 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. The actual amount of
your award will be determined in accordance with the terms and conditions
outlined in the IPI plan document.





NONQUALIFIED DEFERRED COMPENSATION PLAN CONTRIBUTIONS




If you are employed by Intuit on the first anniversary of your Start Date,
Intuit will make a fully vested employer contribution of $100,000 on your
behalf to the Intuit Inc. Executive Deferred Compensation Plan (the “NQDCP”).
Intuit will make this contribution net of required payroll withholding taxes
within thirty days following the first anniversary of your Start Date. You
will not be entitled to this contribution if your Intuit employment terminates
prior to the first anniversary of your Start Date.





If you are employed by Intuit on the second anniversary of your Start Date,
Intuit will make a fully vested employer contribution of $100,000 on your
behalf to the NQDCP. Intuit will make this second contribution net of required
payroll withholding taxes within thirty days following the second anniversary
of your Start Date. You will not be entitled to this contribution if your
Intuit employment terminates prior to the second anniversary of your Start
Date.





If you are employed by Intuit on the third anniversary of your Start Date,
Intuit will make a fully vested employer contribution of $100,000 on your
behalf to the NQDCP. Intuit will make this third contribution net of required
payroll withholding taxes within thirty days following the third anniversary of
your Start Date. You will not be entitled to this contribution if your Intuit
employment terminates prior to the third anniversary of your Start Date.





In accordance with the terms and conditions of the NQDCP, these contributions
will be credited with earnings pursuant to your investment elections and you
will be able to elect when to take distributions of these contributions and any
earnings credited thereon.





EQUITY




You will receive rights, subject to approval by the Compensation Committee of
Intuit’s Board of Directors, to purchase 200,000 shares of Intuit’s Common
Stock in the form of non-qualified stock options. These options will be
granted to you at an exercise price per share equal to the closing price of
Intuit’s Common Stock on the Nasdaq National Market on the date of grant. The
date of grant will be your Start Date. If that is not a trading date, your
exercise price per share will be equal to the closing price of Intuit’s Common
Stock on the last trading day preceding your Start Date. The options will be
subject to the terms of the Intuit Inc. 2002 Equity Incentive Plan. The
options will vest over three years as to 33-1/3% of the option shares twelve
months from the date of the grant, and as to an additional 2.778% of the option
shares monthly thereafter for the next two years,






 








 



provided you remain employed on the vesting date. The option will have a
maximum term of seven years.





SHARE OWNERSHIP AND MATCHING UNIT PROGRAM




As a Senior Vice President you will participate in Intuit’s Share Ownership and
Matching Unit Program. Under this program, you will have three years following
your Start Date in which to acquire and hold a minimum of 3,000 shares of
Intuit stock. To provide you with an incentive to acquire Intuit stock under
this Program, Intuit will award you one matching unit for every two shares of
Intuit stock you buy, up to a maximum of 1,500 matching units. The matching
units will not count toward the 3,000 share ownership requirement.





Each matching unit will be equal to one share of Intuit stock and will be
subject to a 4-year cliff-vesting schedule. Vesting will accelerate if certain
events occur, such as your death, disability or retirement. You will forfeit
the matching units if you sell, gift or otherwise transfer the shares you
purchased for the matching units. Intuit will issue you the shares after you
vest in your matching units. You will not be taxed on the matching units until
the shares are issued. You may elect to defer the issuance of the shares, and
information about how to make a deferral election will be provided when you
receive a matching unit award. Intuit will issue you the net number of shares
after mandatory withholding taxes.





RELOCATION




You will be eligible for Intuit’s standard executive relocation benefits under
Intuit’s Relocation Policy, which includes two home finding trips for your
spouse. In addition, you will be eligible for temporary housing through
February 28, 2004 at Intuit’s expense for up to $4,000 per month. Temporary
housing will be provided to you through Intuit’s temporary housing program,
currently with Synergy Relocation and Cendant Mobility. In accordance with
law, both the home finding trips and temporary housing will be reported as W-2
income to you. In accordance with Intuit’s Relocation Policy, Intuit will
provide you with tax assistance for applicable taxes. This tax assistance will
be calculated pursuant to Intuit’s standard gross up calculation methodology
for such relocation benefits.





If you voluntarily resign from Intuit within 12 months following your Start
Date you must reimburse Intuit for a prorated portion of the relocation
benefits paid. To determine the amount to be repaid, Intuit will reduce the
gross amount paid to or on behalf of you by one-twelfth (1/12) 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 be effective on the first day of the month
following your Start Date.





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 for use 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




Intuit conducts performance and salary reviews at least once per fiscal year.





BACKGROUND CHECK




This offer (and your employment) is contingent on the Company’s verification of
background information, even if you should commence employment prior to the
completion of the Company’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. In addition, you will agree to execute and abide by a non-disclosure
agreement 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 your U.S. citizenship,
permanent U.S. residency or authorization to work in the United States (e.g.,
U.S. passport, current drivers license and original birth certificate or social
security card) within three business days of your Start Date. 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 by yourself or Intuit.





This letter constitutes the entire agreement between you and Intuit and
supersedes any and all prior agreements between you and Intuit regarding your
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 Sherry Whiteley at (650)
944-3624.





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





	 	 	 
	Sincerely,	 	
 
	 	 	 
	/s/ Steve Bennett	 	 
	 	 	 
	Steve Bennett	 	 
	President and	 	 
	Chief Executive Officer	 	 
	Intuit Inc.	 	 






	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 	 	 
	 	 	 	 	 
	/s/ Nicholas Spaeth	 	
July 27, 2003
	 	 
	
	 	

	 	 
	Nicholas Spaeth	 	
Date	 	 
	 	 	 	 	 
	Start Date: August 25, 2003