exv10w01



 





Exhibit 10.01






P.O. Box 7850

Mountain View CA 94039-7850




October 1, 2007




Brad D. Smith




Dear Brad:




On behalf of Intuit Inc. (“Intuit” or the “Company”), congratulations on your promotion to
President and Chief Executive Officer. We look forward to your continued leadership.



The terms of your employment as a result of your promotion are as follows:





	 	1.	 	Position. You will become Intuit’s President and Chief Executive Officer,
effective January 1, 2008 (the “Promotion Date”) and continuing thereafter until
termination pursuant to Section 8. During your term as President and Chief Executive
Officer you will be appointed to Intuit’s Board of Directors, subject to the rights of
Intuit’s stockholders to elect directors at each annual meeting. You will report to the
Board of Directors of Intuit (the “Board”). You will be expected to devote your full
working time and attention to the business of Intuit, and you will not render services to
any other business without the prior approval of the Board of Directors or, directly or
indirectly, engage or participate in any business that is competitive in any manner with
the business of Intuit. You will also be expected to comply with and be bound by the
Company’s operating policies, procedures and practices that are from time to time in effect
during the term of your employment.
	 
	 	2.	 	Base Salary. In connection with this promotion, your base annual salary will be
increased to $800,000 effective October 1, 2007, payable in accordance with Intuit’s normal
payroll practices with such payroll deductions and withholdings as are required by law.
	 
	 	3.	 	Bonus. Your annual performance bonus will be determined pursuant to Intuit’s
Senior Executive Incentive Plan (the “SEIP”), a cash bonus incentive plan designed to meet
the performance-based compensation requirements under Section 162(m) of the Internal
Revenue Code (the “Code”). Your bonus, if any, will be contingent upon your and Intuit’s
attainment of one or more performance goals in accordance with the SEIP. Your bonus target
will be 120% of your base salary (the “Target Bonus”). Your maximum annual bonus will be no
greater than $5,000,000, the maximum annual bonus payable to any one individual under the
SEIP.
	 
	 	4.	 	Stock Options. The Compensation and Organizational Development Committee of the
Board of Directors (the “Committee”) or its designee shall grant you a nonqualified stock
option to purchase 260,000 shares of Intuit common stock (the “Promotion Option”). This
Promotion Option will be granted to you on the seventh business day of the month following
the month of the Promotion Date. The exercise price per share will




 









 






	 	 	 	be equal to the closing price of Intuit’s Common Stock on the Nasdaq market on the date of
grant. The Promotion Option will be subject to the terms of the Intuit Inc. 2005 Equity
Incentive Plan. The Promotion Option will vest over five (5) years, with 50% of the option shares vesting on the third anniversary of your Promotion Date, and the remaining 50% of the
option shares vesting on the fifth anniversary of your Promotion Date, provided you remain
employed on the vesting dates.
	 
	 	 	 	Notwithstanding the foregoing vesting schedule for the Promotion Option, in the event of:
(i) your Involuntary Termination or Termination Without Cause, as such terms are defined in
Section 8 below, prior to the three (3) year anniversary of the Promotion Date, and (ii)
your delivery to Intuit of a signed release (in a form mutually satisfactory to you and
Intuit) and satisfaction of all conditions to make such release effective, then such number
of Promotion Option shares equal to (x) 1/60 of the total amount of the Promotion Option
multiplied by (y) the number of full months since the Promotion Date that you remained
continuously employed by Intuit prior to your date of employment termination shall
immediately vest. In the event of: (aa) your Involuntary Termination or Termination Without
Cause, as such terms are defined in Section 8 below, after the three (3) year anniversary of
the Promotion Date and prior to the five (5) year anniversary of the Promotion Date and (bb)
your delivery to Intuit of a signed release (in a form mutually satisfactory to you and
Intuit) and satisfaction of all conditions to make such release effective, then the
Promotion Option shall immediately vest as to an additional number of shares equal to (xx)
1/24th of 50% of the total Promotion Option shares multiplied by (yy) the number of full
months since the third anniversary of the Promotion Date that you remained continuously
employed by Intuit prior to your date of employment termination.
	 
	 	 	 	The Promotion Option will have a maximum term of seven years from the date of grant, but
will terminate earlier in the event your employment terminates. In the event of your
Termination, as defined in the 2005 Equity Incentive Plan, the unvested portion of the
Promotion Option will terminate and you will have ninety days following the date of your
termination of employment in which to exercise the then vested portion of your Promotion
Option. At the end of the ninety days, any vested portion of the Promotion Option that you
have not yet exercised will terminate. Also, as provided in the 2005 Equity Incentive Plan
or a successor plan, the post-termination exercise period for the Promotion Option will be
twelve months in the event your employment terminates due to your disability and eighteen
months if your employment terminates due to your death.
	 
	 	5.	 	Restricted Stock Units. The Committee or its designee will also grant you
130,000 restricted stock units (the “Promotion Stock Units”). The Promotion Stock Units
will be granted to you on the seventh business day of the month following the month of the
Promotion Date. The Promotion Stock Units and the issuance of the underlying Intuit Common
Stock will be subject to the terms and conditions of your Promotion Stock Unit Agreement
and the Intuit Inc. 2005 Equity Incentive Plan or a successor plan. Intuit shall issue to
you the shares underlying the Promotion Stock Units within ninety (90) days following the
date on which such Promotion Stock Units vest. The Promotion Stock Units will vest over
four (4) years, with 50% of the underlying shares vesting on the




 









 






	 	 	 	second anniversary of your Promotion Date, and the remaining 50% of the underlying shares
vesting on the fourth anniversary of your Promotion Date, provided you remain employed on
the vesting dates.
	 
	 	 	 	Notwithstanding the foregoing, in the event of (i) your Involuntary Termination or
Termination Without Cause, as such terms are defined in Section 8 below, prior to the two
(2) year anniversary of the Promotion Date and (ii) your delivery to Intuit of a signed
release (in a form mutually satisfactory to you and Intuit) and satisfaction of all
conditions to make the release effective, then you will immediately become vested with
respect to a number of Promotion Stock Units equal to (x) 1/48 of the total number of
Promotion Stock Units multiplied by (y) the number of full months since the Promotion Date
that you remained continuously employed by Intuit prior to your date of employment
termination. In the event of (aa) your Involuntary Termination or Termination Without
Cause, as such terms are defined in Section 8 below, after the two (2) year anniversary of
the Promotion Date and prior to the four (4) year anniversary of the Promotion Date and (bb)
your delivery to Intuit a signed release (in a form mutually satisfactory to you and Intuit)
and satisfaction of all conditions to make the release effective, then such number of
Promotion Stock Units equal to (xx) 1/48 of the total Promotion Stock Units multiplied by
(y) the number of full months since the second anniversary of the Promotion Date that you
remained continuously employed by Intuit prior to your date of employment termination shall
immediately vest.
	 
	 	6.	 	Share Ownership and MSPP. As President and CEO, you shall participate in
Intuit’s Share Ownership Program. You will have five years following your Promotion Date in
which to acquire and hold a minimum number of shares of Intuit stock, pursuant to the terms
of such program. You will also be eligible to enroll in the Management Stock Purchase
Program (the “MSPP”). The MSPP allows you to defer up to 15% of your annual bonus, which
will be converted into restricted stock units based on the fair market value of Intuit’s
common stock on the date such bonus is awarded. Pursuant to approval of the Committee,
Intuit will grant an additional restricted stock unit for every restricted stock unit you
purchase through such deferral, up to 3,000 shares. The Stock Units granted pursuant to the
MSPP will be issued under Intuit’s 2005 Equity Incentive Plan or a successor plan, in
accordance with the terms and conditions set forth therein.
	 
	 	7.	 	Other Benefits. You will be entitled to the following additional benefits:






	 	(a)	 	You will continue to be eligible for the normal health insurance, 401(k),
employee stock purchase plan, nonqualified deferred compensation plan and other
benefits offered to all Intuit senior executives.
	 
	 	(b)	 	Intuit will reimburse you for up to $20,000 per year for two years
beginning with the 2007 calendar year for costs incurred by you for personal
financial and legal advice. This will be reported as income to you in accordance
with applicable law and subject to tax withholding.






	 	8.	 	Employment and Termination. Your employment with Intuit continues to be at-will
and may be terminated at any time for any reason or no reason by you or Intuit, including
the following:




 









 












	 	(a)	 	You may terminate your employment upon written notice to the Board at any
time for Good Reason, as such term is defined in Section 9, below (an “Involuntary
Termination”);  
	 
	 	(b)	 	You may terminate your employment upon written notice to the Board at any
time in your discretion without Good Reason, as such term is defined in Section 9
below (a “Voluntary Termination”);
	 
	 	(c)	 	Intuit may terminate your employment upon written notice to you at any
time following a determination by the Board that there is Cause, as such term is
defined in Section 9 below, for such termination (“Termination For Cause”);
	 
	 	(d)	 	Intuit may terminate your employment upon written notice to you at any
time in the sole discretion of the Board without a determination that there is
Cause, as such term is defined in Section 9 below, for such termination
(“Termination Without Cause”); or
	 
	 	(e)	 	During the one year following a Change in Control, as such term is
defined in Section 9, below, if your employment terminates because of an Involuntary
Termination or a Termination without Cause, (a “Termination Following a Change in
Control”).






	 	9.	 	Definitions. As used in this agreement, the following terms have the following
meanings:






(a) “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 President and Chief Executive
Officer such that you no longer report directly to the Board, 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 after you provide Intuit with written notice within a reasonable
period of time following such breach and a reasonable opportunity to cure of not less than
30 days; (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 headquarters;




(b) “Cause” means (i) gross negligence or willful misconduct in the performance of your
duties to Intuit (other than as a result of a disability) that has resulted or is likely to
result in substantial and material damage to Intuit, after a written demand for substantial
performance is delivered to you by the Board which specifically identifies the manner in
which you have not substantially performed your duties and you have been provided with a
reasonable opportunity of not less than 30 days to cure any alleged gross negligence or
willful misconduct; (ii) commission of any act of fraud with respect to Intuit; or
(iii) conviction of a felony or a crime involving moral turpitude causing material harm to
the business and affairs of Intuit. No act or failure to act by you shall be considered



 









 






“willful” if done or omitted by you in good faith with reasonable belief that your action or
omission was in the best interests of Intuit.




(c) “Change in Control” means the effective date upon which (i) any person or entity becomes
the beneficial owner, directly or indirectly, of securities of Intuit representing fifty
(50%) percent of the total voting power of all its then outstanding voting securities, (ii)
a merger or consolidation of Intuit in which its outstanding voting securities immediately
prior to the merger or consolidation do not represent, or are not converted into securities
that represent, a majority of the voting power of all outstanding voting securities of the
surviving entity immediately after the merger or consolidation, (iii) a sale of
substantially all of the assets of Intuit or a liquidation or dissolution of Intuit, or (iv)
individuals who, as of the Promotion Date, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of such Board; provided that
any individual who becomes a director of Intuit subsequent to the Promotion Date, whose
election, or nomination for election by Intuit stockholders, was approved by the vote of at
least a majority of the directors then in office shall be deemed a member of the Incumbent
Board.





	 	10.	 	Severance Benefits. Upon termination of your employment with Intuit for any
reason, you will receive payment for all unpaid salary and vacation accrued to the date of
your termination of employment; and your benefits will be continued under Intuit’s then
existing benefit plans and policies for so long as provided under the terms of such plans
and policies and as required by applicable law. Under certain circumstances and conditioned
upon your execution of a general release and waiver of claims (in a form mutually
satisfactory to you and Intuit) against the Company, its officers and directors, and your
satisfying all conditions to make the release effective, you will also be entitled to
receive severance benefits as set forth below, but you will not be entitled to any other
compensation, award or damages with respect to your employment or termination. However all
severance benefits shall be paid six months and one day following the date of termination
of your employment, except that payment shall be made earlier as set forth below to the
extent such earlier payment does not fail to comply with the requirements of Section
409A(a) of the Code and the regulations thereunder as then in effect.






	 	(a)	 	In the event of your Voluntary Termination or Termination For Cause, you
will not be entitled to any severance benefits.
	 
	 	(b)	 	In the event of your Involuntary Termination or 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, 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 Target Bonus for the then current fiscal year (less
applicable deductions and withholdings) payable within 30 days after the effective
date of your termination; and (ii) pro rata acceleration of the vesting and




 









 






	 	 	 	exercisability of the Promotion Option and the Promotion Stock Units, as described
above in Sections 4 and 5, respectively.






	 	11.	 	If your severance and other benefits provided for in Section 10 constitute “parachute
payments” within the meaning of Section 280G of the Code and, but for this subsection,
would be subject to the excise tax imposed by Section 4999 of the Code, then your
severance and other benefits under Section 10 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, in your
receipt on an after-tax basis of the greater amount of severance and other benefits.
	 
	 	12.	 	Indemnification Agreement. The standard form of indemnification agreement for
officers and directors, which you previously entered into to indemnify you against certain
liabilities you may incur as an officer or director of Intuit shall remain in effect.
	 
	 	13.	 	Confidential Information and Invention Assignment Agreement. The standard form
of Employee Invention Assignment & Confidentiality Agreement you entered into when you
commenced employment with Intuit shall remain in effect.
	 
	 	14.	 	Arbitration. To ensure the rapid and economical resolution of disputes that may
arise in connection with your employment with Company, you and Company agree that any and
all disputes, claims, or causes of action, in law or equity, arising from or relating to
your employment, or the termination of your employment, will be resolved, to the fullest
extent permitted by law per Attachment A.
	 
	 	15.	 	Withholding Taxes; 409A. All payments made under this agreement shall be
subject to reduction to reflect all federal, state, local and other taxes required to be
withheld by applicable law. To the extent (i) any payments to which you become entitled
under this agreement, or any agreement or plan referenced herein, in connection with your
termination of employment with Intuit constitute deferred compensation subject to Section
409A of the Code, and (ii) you are deemed at the time of such termination of employment to
be a “specified” employee under Section 409A of the Code, then such payment or payment
shall not be made or commence until the earliest of (i) the expiration of the six
(6)-month period measured from the date of your “separation from service” (as such term is
at the time defined in Treasury Regulations under Section 409A of the Code) with Intuit;
(ii) the date you become “disabled” (as defined in Section 409A of the Code); or (iii) the
date of your death following such separation from service; provided,
however, that such deferral shall only be effected to the extent required to avoid
adverse tax treatment to you, including (without limitation) the additional twenty percent
(20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code
in the absence of such deferral. Upon the expiration of the applicable deferral period,
any payments which would have otherwise been made during that period (whether in a single
sum or in installments) in the absence of this paragraph shall be paid to you or your
beneficiary in one lump sum.




 









 






	 	16.	 	Miscellaneous.  






	 	(a)	 	Authority to Enter into Agreement. Intuit represents that its
Chairman of the Board has due authority to execute and deliver this agreement on
behalf of Intuit.
	 
	 	(b)	 	Absence of Conflicts. You represent that your continued
employment with the Company and the performance of your duties under this agreement
will not breach any other agreement to which you are a party.
	 
	 	(c)	 	Attorneys’ Fees. If a legal action or other proceeding is brought
for enforcement of this agreement because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this agreement, the
prevailing party shall be entitled to recover reasonable attorneys’ fees and costs
incurred, both before and after judgment, in addition to any other relief to which
he or it may be entitled.
	 
	 	(d)	 	Successors. This agreement is binding on and may be enforced by
Intuit and its successors and assigns and is binding on and may be enforced by you
and your heirs and legal representatives. Any successor to Intuit or substantially
all of its business (whether by purchase, merger, consolidation or otherwise) will
in advance assume in writing and be bound by all of Intuit’s obligations under this
agreement.
	 
	 	(e)	 	Notices. Notices under this agreement must be in writing and will
be deemed to have been given when personally delivered or two days after mailed by
U.S. registered or certified mail, return receipt requested and postage prepaid.
Mailed notices to you will be addressed to you at the home address which you have
most recently communicated to Intuit in writing, with a copy to legal counsel you
designate. Notices to Intuit will be addressed to its General Counsel at Intuit’s
corporate headquarters.
	 
	 	(f)	 	Waiver. No provision of this agreement will be modified or waived
except in writing signed by you and an officer of Intuit duly authorized by its
Board of Directors. No waiver by either party of any breach of this agreement by the
other party will be considered a waiver of any other breach of this agreement.
	 
	 	(g)	 	Entire Agreement. This agreement and the documents referenced
herein represent the entire agreement between us concerning the subject matter of
your employment by Intuit and, to the extent that there is a term of employment in
this agreement which conflicts with a term in your prior offer letter or employment
agreements with Intuit, this agreement is superseding.
	 
	 	(h)	 	Governing Law. This agreement will be governed by the laws of the
State of California without reference to conflict of laws provisions.




 









 











          Please indicate your acceptance of the terms of this agreement by signing in the place
indicated below.



	 	 	 	 	 	 	 
	Very truly yours,

	 	 	 	Accepted: October 1, 2007
	 	  
	 
	 	 	 	 	 	 
	/s/ WILLIAM V. CAMPBELL

	 	 	 	/s/ BRAD D. SMITH         	 	 
	 

	 	 	 	 	 	 
	William V. Campbell

	 	 	 	Brad D. Smith	 	 
	Chairman of the Board of Directors,

	 	 	 	 	 	 
	Intuit Inc.

	 	 	 	 	 	 






 









 






Attachment A




ARBITRATION AGREEMENT



To ensure the rapid and economical resolution of disputes that may arise in connection with your
employment with Company, you and Company agree that any and all disputes, claims, or causes of
action, in law or equity, arising from or relating to your employment, or the termination of your
employment, will be resolved, to the fullest extent permitted by law by final, binding and
confidential arbitration in San Francisco, California conducted by the Judicial Arbitration and
Mediation Services/Endispute, Inc. (“JAMS”), or its successors, under the then current rules of
JAMS for employment disputes; provided that:





	 	a.	 	The arbitrator shall have the authority to compel adequate discovery for the resolution
of the dispute and to award such relief as would otherwise be permitted by law; and
	 
	 	b.	 	The arbitrator shall issue a written arbitration decision including the arbitrator’s
essential findings and conclusions and a statement of the award; and
	 
	 	c.	 	Both you and Company shall be entitled to all rights and remedies that you or Company
would be entitled to pursue in a court of law; and
	 
	 	d.	 	Company shall pay all fees in excess of those which would be required if the dispute
was decided in a court of law.




Nothing in this Agreement is intended to prevent either you or Company from obtaining injunctive
relief in court to prevent irreparable harm pending the conclusion of any such arbitration.
Notwithstanding the foregoing, you and Company each have the right to resolve any issue or dispute
arising under the Employee Invention Assignment and Confidentiality Agreement by Court action
instead of arbitration.



Arbitrable claims do not include, and this Agreement does not apply to or otherwise restrict,
administrative claims you may bring before any government agency where, as a matter of law, the
parties may not restrict your ability to file such claims (including the Equal Employment
Opportunity Commission and the National Labor Relations Board). Otherwise, it is agreed that
arbitration shall be the exclusive remedy for administrative claims.