exv10w01



 






Exhibit 10.01









     PO Box 7850, MS 2550




     Mountain View, CA 94039-7850




June 14, 2007




Robert B. Henske

133 Ridgeway Rd.

Hillsborough, CA 94010




Re: Transition Terms Agreement (the “Agreement”)




Dear Brad:



     Thank you for your history of strong leadership at Intuit and for agreeing to provide ongoing
support as changes occur at CTG. Your continued support through this transition period is
important to our continued success.



     This letter confirms the terms of your separation from the employment of Intuit (referred to
herein as your “Resignation”) in connection with the changes occurring at CTG, including the agreed
benefits provided in exchange for your transition services and certain waivers and releases
contained herein.




	1.	 	Termination Date and Transition Activities. You and Intuit have agreed that your
Resignation is effective as of June 14, 2007 (the “Resignation Date”). You will remain a
non-officer employee of the company at your regular salary and benefits through August 10,
2007 (the “Termination Date”). In light of your current opportunities outside of Intuit, we
agree that you may provide services outside the company between the Resignation Date and the
Termination Date (the “Transition Period”), with the prior consent of our CEO, provided that
such services do not conflict with the transition services you have agreed to provide Intuit
through the Transition Period.
	 
	2.	 	Announcement. On or shortly after June 14, 2007, Intuit will announce your planned
departure as of the Termination Date. Your status as a Section 16 officer of Intuit pursuant
to the provisions of Section 16 of the Securities Exchange Act of 1934 will terminate as of
the Resignation Date. You agree that you will use your best efforts to work with any third
party regarding the announcement of your future endeavors in order to coordinate with Intuit
on the timing and content of such announcement.
	 
	3.	 	Acknowledgment of Payment of Wages. On the Termination Date, we will deliver to you a
final paycheck that includes payment for all remaining accrued vacation, accrued salary,
reimbursable expenses, and any similar payments due and owing to you from Intuit as of the
Termination Date (collectively referred to as “Wages”).










 









 












	4.	 	Additional Payment. Following the effective date of the Termination Release attached
as Exhibit A (the “Termination Release Effective Date”), you shall be provided all of the
following benefits in exchange for, your transition services, your waiver and release of
claims in favor of Intuit Inc. and its officers, directors, employees, agents,
representatives, subsidiaries, divisions, affiliated companies, successors, and assigns
(collectively, the “Company”) and because, for purposes of the Employment Agreement and the
Restricted Stock Unit Agreement, as defined below, you have notified Intuit that the change in
your title and responsibilities (in connection with changes occurring at CTG) is an
“Involuntary Termination”:






	 	a.	 	A single lump sum payment of $875,000 payable as soon as
reasonably possible following the Termination Release Effective Date;
	 
	 	b.	 	A pro rata portion (based on the number of full months of
employment with the Company from the date of grant of such award to the
Termination Date divided by thirty-six (36)) of the restricted stock unit
granted to you on August 25, 2006 (referred to herein as the “Restricted Stock
Unit Agreement”) shall vest on the Termination Date. A net amount of these
 shares shall be distributed to you on the Termination Release Effective Date
after reduction for withholding of applicable taxes.






	 	 	You acknowledge and agree that you are not entitled to any other payments or benefits from
the Company, including but not limited to any further payments or benefits pursuant to the
provisions of your May 10, 2005 Employment Agreement as amended September 6, 2005 (referred
to herein as the “Employment Agreement”), other than those expressly set forth in this
Agreement. We have provided to you a Stock Closing Statement and Intuit Employee Stock
Award Information Memorandum that contains important information regarding your equity
awards held by you as of the Resignation Date. All stock awards that remain outstanding as
of the Termination Date shall remain exercisable (to the extent vested as of the
Termination Date) for the time period set forth in the applicable agreements and thereafter
to the extent unexercised shall be forfeited to the Company pursuant to the terms of such
awards. Please review your stock award documentation carefully as there are no extensions
to the expiration date of your stock options. Please contact Sharon Savatski at
(650)944–6504 if you need more information.
	 
	5.	 	Consideration for Release. In consideration of your signing and not revoking this
Agreement and your execution and not revoking following your Termination Date of the
Termination Release set forth in Exhibit A, the Company agrees to provide you with the
benefits listed in paragraphs 4(a) & 4(b). You understand that if you do not sign the
Agreement or if you revoke the signed Agreement, or revoke the Termination Release set forth
in Exhibit A, as described in Paragraph 15 below, the Company has no obligation to provide you
with the benefits listed in paragraphs 4(a) & 4(b).
	 
	6.	 	Indemnity Coverage. The Company shall continue to indemnify you and maintain D&O
coverage in accordance with your Indemnity Agreement dated January 6, 2003, with the Company.
	 
	7.	 	Return of Company Property. By signing below, you represent that on or before the
Termination Date you will return all the Company property and data of any type whatsoever that
was in your possession or control.










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	8.	 	Confidential Information. You hereby acknowledge that as a result of your employment
with the Company you have had access to the Company’s Confidential Information. You
acknowledge your continuing obligations under the Invention Assignment and Confidentiality
Agreement (“Confidentiality Agreement”) you previously executed on January 3, 2003, and you
agree you will hold all such confidential information in strictest confidence and that you may
not make any use of such confidential information. You further confirm that you have delivered
to the Company all documents and data of any nature containing or pertaining to such
Confidential Information and that you have not taken with you any such documents or data or
any copies thereof.
	 
	9.	 	Non-Disparagement. You agree that you shall not make, participate in the making of,
or encourage any current or former Company employees or any other person to make, any
statements, written or oral, which, disparage, or defame the goodwill or reputation of the
Company or its products, services, agents, representatives, directors, officers, shareholders,
attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by,
through, under or in concert with any of them. The Company agrees that it will ensure that
individuals holding the positions of chief executive officer, chairman of the board, chairman
of the executive committee, chief financial officer, senior vice president/general manager of
CTG, senior vice president of human resources and general counsel, in each case as of the date
of this Agreement, shall not make, participate in the making of, or encourage any current or
former Company employees or other persons to make any statements, written or oral, which
disparage or defame you or your reputation or the services you have performed for the Company.
Nothing in this paragraph shall prohibit either party from providing truthful testimony in
response to a subpoena or other compulsory legal process.
	 
	10.	 	Legal and Equitable Remedies. Each party shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or other equitable
relief without prejudice to any other rights or remedies the other party may have at law or in
equity for breach of this Agreement. No payments due you hereunder shall be subject to
mitigation or offset.
	 
	11.	 	Arbitration of Disputes. Except for claims for injunctive relief arising out of a
breach of the Confidentiality Agreement (as defined in Section 8), you and the Company agree
to submit to mandatory binding arbitration any future disputes between you and the Company,
including any claim arising out of or relating to this Agreement. By signing below, you and
the Company waive any rights you and the Company may have to trial by jury of any such claims.
You agree that the American Arbitration Association will administer any such arbitration(s)
under its National Rules for the Resolution of Employment Disputes, with administrative and
arbitrator’s fees to be borne by the Company. The arbitrator shall issue a written
arbitration decision stating his or her essential findings and conclusions upon which the
award is based. A party’s right to review of the decision is limited to the grounds provided
under applicable law. The parties agree that the arbitration award shall be enforceable in
any court having jurisdiction to enforce this Agreement. This Agreement does not extend or
waive any statutes of limitations or other provisions of law that specify the time within
which a claim must be brought. Notwithstanding the foregoing, each party retains the right to
seek preliminary injunctive relief in a court of competent jurisdiction to preserve the status
quo or prevent irreparable injury before a matter can be heard in arbitration.










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	12.	 	Attorneys’ Fees. If any legal action arises or is brought to enforce the terms of
this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’
fees, costs and expenses from the other party, in addition to any other relief to which such
prevailing party may be entitled, except where the law provides otherwise. The costs and
expenses that may be recovered exclude arbitration fees pursuant to paragraph 11 above.
	 
	13.	 	No Admission of Liability. This Agreement is not and will not be construed or
contended to be an admission or evidence of any wrongdoing or liability on your part or the
part of the Company, its representatives, attorneys, agents, partners, officers, shareholders,
directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This
Agreement will be afforded the maximum protection allowable under California Evidence Code
Section 1152 and/or any other state or Federal provisions of similar effect.
	 
	14.	 	Review of Agreement. You may take up to twenty-one (21) days from the date you
receive this Agreement, to consider whether to accept these terms. By signing below, you
affirm that you were advised to consult with an attorney before signing this Agreement and
were given ample opportunity to do so. You understand that this Agreement will not become
effective until you return the original properly signed Agreement to the Company, Attention:
Sherry Whiteley, 2700 Coast Avenue, Mountain View, CA 94043, and after expiration of the
revocation period without revocation by you.
	 
	15.	 	Revocation of Agreement. You acknowledge and understand that you may revoke this
Agreement, or the Termination Release set forth in Exhibit A, by faxing a written
notice of revocation to Sherry Whiteley at 650-944-5225 any time up to seven (7) days after
you sign the applicable document. After the revocation period has passed, however, you may no
longer revoke the applicable agreement.
	 
	16.	 	Subsidiaries. This Agreement is binding on the Company and all of its subsidiaries,
and all of their successors and assigns.
	 
	17.	 	Entire Agreement. This Agreement together with the Confidentiality Agreement (as
defined in Section 8) is the entire Agreement between you and the Company with respect to the
subject matter herein and supersedes all prior negotiations and agreements, whether written or
oral, relating to this subject matter. You acknowledge that neither the Company nor its
agents or attorneys, made any promise or representation, express or implied, written or oral,
not contained in this Agreement to induce you to execute this Agreement. You acknowledge that
you have signed this Agreement voluntarily and without coercion, relying only on such
promises, representations and warranties as are contained in this document and understand that
you do not waive any right or claim that may arise after the date this Agreement becomes
effective.
	 
	18.	 	Modification. By signing below, you acknowledge your understanding that this
Agreement may not be altered, amended, modified, or otherwise changed in any respect except by
another written agreement that specifically refers to this Agreement, executed by your and the
Company’s authorized representatives.
	 
	19.	 	Governing Law. This Agreement is governed by, and is to be interpreted according to,
the laws of the State of California.




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	20.	 	Savings and Severability Clause. Should any court, arbitrator or government agency
of competent jurisdiction declare or determine any of the provisions of this Agreement to be
illegal, invalid or unenforceable, the remaining parts, terms or provisions shall not be
affected thereby and shall remain legal, valid and enforceable. Further, it is the intention
of the parties to this Agreement that, if a court, arbitrator or agency concludes that any
claim under the Termination Release may not be released as a matter of law, the General
Release in the Termination Release and the Waiver Of Unknown Claims in the Termination Release
shall otherwise remain effective as to any and all other claims. For purposes of
interpretation of this Agreement, each party shall be deemed a drafter of the Agreement.
	 
	21.	 	Effective Date. The effective date of this Agreement shall be date that is seven (7)
days after the date this Agreement was signed, without being subsequently timely revoked, by
you.




If this Agreement accurately sets forth the terms of your transition and separation from the
Company and if you voluntarily agree to accept the terms of the transition and separation offered
please sign below and return it to Sherry Whiteley.




	 	 	 	 	 
	PLEASE REVIEW CAREFULLY. THIS AGREEMENT CONTAINS A

RELEASE OF KNOWN AND UNKNOWN CLAIMS.
	 
	 	 	 	 
	Sincerely,
	 	 	 	 
	 
	 	 	 	 
	INTUIT INC.
	 	 	 	 
	 
	 	 	 	 
	/s/ Stephen M. Bennett

	 	 	 	Date: 6/14/07
	 	 	 	 	 
	Stephen M. Bennett
	 	 	 	 
	 
	 	 	 	 
	REVIEWED, UNDERSTOOD AND AGREED:
	 	 
	 
	 	 	 	 
	/s/ Robert B. Henske

	 	 	 	Date: 6/14/07
	 	 	 	 	 
	Robert B. Henske
	 	 	 	 







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EXHIBIT A

TERMINATION RELEASE AGREEMENT




     As required by the Transition Terms Agreement, dated June 14, 2007, between you and Intuit
Inc. (the “Transition Agreement”) to which this Termination Release Agreement (the “Agreement”) is
attached as Exhibit A, this Agreement sets forth below your waiver and release of claims in favor
of Intuit Inc. and its officers, directors, employees, agents, representatives, subsidiaries,
divisions, affiliated companies, successors, and assigns (collectively, the “Company”) in exchange
for the consideration provided for under the terms of the Transition Agreement.



1. General Release and Waiver of Claims.




	 	a.	 	The payments set forth in the Transition Agreement fully
satisfy any and all accrued salary, vacation pay, bonus and commission pay,
stock-based compensation, profit sharing, termination benefits or other
compensation to which you may be entitled by virtue of your employment with
the Company or your termination of employment. You acknowledge that you have
no claims and have not filed any claims against the Company based on your
employment with or the separation of your employment with the Company.
	 
	 	b.	 	To the fullest extent permitted by law, you hereby release
and forever discharge the Company, its successors, subsidiaries and
affiliates, directors, shareholders, current and former officers, agents and
employees (all of whom are collectively referred to as “Releasees”) from any
and all existing claims, demands, causes of action, damages and liabilities,
known or unknown, that you ever had, now have or may claim to have had arising
out of or relating in any way to your employment or non-employment with the
Company through the Effective Date of this Agreement (as defined in Section
11), including, without limitation, claims based on any oral, written or
implied employment agreement, claims for wages, bonuses, commissions,
stock-based compensation, expense reimbursement, and any claims that the terms
of your employment with the Company, or the circumstances of your separation,
were wrongful, in breach of any obligation of the Company or in violation of
any of your rights, contractual, statutory or otherwise. Each of the
Releasees is intended to be a third party beneficiary of this General Release
and Waiver of Claims.






	 	(i)	 	Release of Statutory and Common Law
Claims. Such rights include, but are not limited to, your
rights under the following federal and state statutes: the Employee
Retirement Income Security Act (ERISA) (regarding employee
benefits); the Occupational Safety and Health Act (safety matters);
the Family and Medical Leave Act of 1993; the Worker Adjustment and
Retraining Act (“WARN”) (notification requirements for employers
who are curtailing or closing an operation) and common law; tort;
wrongful discharge; public policy; workers’ compensation
retaliation; tortious interference with contractual relations,
misrepresentation, fraud, loss of consortium; slander, libel,
defamation, intentional or negligent infliction of emotional
distress; claims for wages, bonuses, commissions, stock-based
compensation or fringe benefits; vacation
pay; sick pay; insurance reimbursement, medical expenses, and the
like.




 









 












	 	(ii)	 	Release of Discrimination
Claims. You understand that various federal, state and local
laws prohibit age, sex, race, disability, benefits, pension, health
and other forms of discrimination, harassment and retaliation, and
that these laws can be enforced through the U.S. Equal Employment
Opportunity Commission, the National Labor Relations Board, the
Department of Labor, and similar state and local agencies and
federal and state courts. You understand that if you believe your
treatment by the Company violated any laws, you have the right to
consult with these agencies and to file a charge with them.
Instead, you have decided voluntarily to enter into this Agreement,
release the claims and waive the right to recover any amounts to
which you may have been entitled under such laws, including but not
limited to, any claims you may have based on age or under the Age
Discrimination in Employment Act of 1967 (ADEA; 29 U.S.C. Section
621 et. seq.) (age); the Older Workers Benefit Protection Act
(“OWBPA”) (age); Title VII of the Civil Rights Act of 1964 (race,
color, religion, national origin or sex); the 1991 Civil Rights
Act; the Vocational Rehabilitation Act of 1973 (disability); The
Americans with Disabilities Act of 1990 (disability); 42 U.S.C.
Section 1981, 1986 and 1988 (race); the Equal Pay Act of 1963
(prohibits pay differentials based on sex); the Immigration Reform
and Control Act of 1986; Executive Order 11246 (race, color,
religion, sex or national origin); Executive Order 11141 (age);
Vietnam Era Veterans Readjustment Assistance Act of 1974 (Vietnam
era veterans and disabled veterans); and California state statutes
and local laws of similar effect.
	 
	 	(iii)	 	Releasees and you do not intend to
release claims which you may not release as a matter of law
(including, but not limited to, indemnification claims under
applicable law). To the fullest extent permitted by law, any
dispute regarding the scope of this general release shall be
determined by an arbitrator under the procedures set forth below.






	2.	 	Waiver of Unknown Claims. You expressly waive any benefits of Section 1542 of the
Civil Code of the State of California (and any other laws of similar effect), which provides:
	 
	 	 	“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
	 
	3.	 	Covenant Not to Sue.






	 	a.	 	To the fullest extent permitted by law, you agree that you
will not now or at any time in the future pursue any charge, claim, or action
of any kind, nature
and character whatsoever against any of the Releasees, or cause or knowingly
permit any such charge, claim or action to be pursued, in any federal, state or
municipal court, administrative agency, arbitral forum, or other tribunal,
arising out of any of the matters covered by paragraphs 1 and 2 above.




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	 	b.	 	You further agree that you will not pursue, join,
participate, encourage, or directly or indirectly assist in the pursuit of any
legal claims against the Releasees, whether the claims are brought on your own
behalf or on behalf of any other person or entity.
	 
	 	c.	 	Nothing herein prohibits you from: (1) providing truthful
testimony in response to a subpoena or other compulsory legal process, and/or
(2) filing a charge or complaint with a government agency such as the Equal
Employment Opportunity Commission, the National Labor Relations Board or
applicable state anti-discrimination agency.






	4.	 	Arbitration of Disputes. Except for claims for injunctive relief arising out of a
breach of the Confidentiality Agreement, you and the Company agree to submit to mandatory
binding arbitration any future disputes between you and the Company, including any claim
arising out of or relating to this Agreement. By signing below, you and the Company waive any
rights you and the Company may have to trial by jury of any such claims. You agree that the
American Arbitration Association will administer any such arbitration(s) under its National
Rules for the Resolution of Employment Disputes, with administrative and arbitrator’s fees to
be borne by the Company. The arbitrator shall issue a written arbitration decision stating
his or her essential findings and conclusions upon which the award is based. A party’s right
to review of the decision is limited to the grounds provided under applicable law. The
parties agree that the arbitration award shall be enforceable in any court having jurisdiction
to enforce this Agreement. This Agreement does not extend or waive any statutes of
limitations or other provisions of law that specify the time within which a claim must be
brought. Notwithstanding the foregoing, each party retains the right to seek preliminary
injunctive relief in a court of competent jurisdiction to preserve the status quo or prevent
irreparable injury before a matter can be heard in arbitration.
	 
	5.	 	Review of Agreement. You may take up to twenty-one (21) days from the date you
receive this Agreement, to consider whether to sign this Agreement. By signing below, you
affirm that you were advised to consult with an attorney before signing this Agreement and
were given ample opportunity to do so. You understand that this Agreement will not become
effective until you return the original of this Agreement, properly signed by you, to the
Company, Attention: Sherry Whiteley, 2700 Coast Avenue, Mountain View, CA 94043, and after
expiration of the revocation period without revocation by you.
	 
	6.	 	Revocation of Agreement. You acknowledge and understand that you may revoke this
Agreement by faxing a written notice of revocation to Sherry Whiteley at 650-944-5225 any time
up to seven (7) days after you sign it. After the revocation period has passed, however, you
may no longer revoke your Agreement.
	 
	7.	 	Entire Agreement. This Agreement and the Transition Agreement are the entire
agreement between you and the Company with respect to the subject matter herein and
supersede all prior negotiations and agreements, whether written or oral, relating to this
subject matter. You acknowledge that neither the Company nor its agents or attorneys, made
any promise or representation, express or implied, written or oral, not contained in this
Agreement to induce you to execute this Agreement. You acknowledge that you have signed
this Agreement voluntarily and without coercion, relying only on such promises,
representations and warranties as are contained in this document and





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	 	 	understand that you do
not waive any right or claim that may arise after the date this Agreement becomes
effective.
	 
	8.	 	Modification. By signing below, you acknowledge your understanding that this
Agreement may not be altered, amended, modified, or otherwise changed in any respect except by
another written agreement that specifically refers to this Agreement, executed by your and the
Company’s authorized representatives.
	 
	9.	 	Governing Law. This Agreement is governed by, and is to be interpreted according to,
the laws of the State of California.
	 
	10.	 	Savings and Severability Clause. Should any court, arbitrator or government agency
of competent jurisdiction declare or determine any of the provisions of this Agreement to be
illegal, invalid or unenforceable, the remaining parts, terms or provisions shall not be
affected thereby and shall remain legal, valid and enforceable. Further, if a court,
arbitrator or agency concludes that any claim under paragraph 1 above may not be released as a
matter of law, the General Release in paragraph 1 and the Waiver Of Unknown Claims in
paragraph 2 shall otherwise remain effective as to any and all other claims.
	 
	11.	 	Effective Date. The effective date of this Agreement shall be the eighth day
following the date this Agreement was signed, without having been revoked within seven (7)
days thereafter, by you.




Please sign this Agreement no earlier than your Termination Date (as defined in the Transition
Agreement) and return it to Sherry Whiteley at the address above.




	 	 	 	 	 	 	 	 	 
	PLEASE REVIEW CAREFULLY. THIS AGREEMENT CONTAINS A

RELEASE OF KNOWN AND UNKNOWN CLAIMS.	 	 
	 
	 	 	 	 	 	 	 	 
	REVIEWED, UNDERSTOOD AND AGREED:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Robert B. Henske
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DO NOT SIGN PRIOR TO THE TERMINATION DATE	 	 







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