EXHIBIT 10.01
Published on July 6, 2005
Exhibit 10.01
June 24, 2005
Mr. Alexander M. Lintner
Dear Alex:
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, Strategy and Corporate Development, in Mountain View, California, reporting directly to Steve Bennett. We have all been impressed and excited 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 on Thursday, June 30, 2005. The terms of the offer are set forth below:
START DATE
You and Steve Bennett will agree on your first day of employment with Intuit (your Start Date).
BASE COMPENSATION
For your services, you will be paid an annual base salary of $500,000, payable in bi-weekly
installments and in accordance with Intuits standard payroll practices.
FIRST PAYCHECK BONUS
You will be paid a $280,000 bonus in your first Intuit paycheck. This bonus will be paid to you
after deduction of required federal and state income and payroll tax withholding. In the event
that you resign within twelve months prior to your first anniversary of employment with Intuit, you
agree to repay a prorated portion of this bonus back to Intuit. To determine the amount to be
repaid, Intuit will take $280,000 and reduce it by one-twelfth for every complete month of service
after your Start Date.
ANNUAL PERFORMANCE BONUS
You will be eligible to participate in Intuits Performance Incentive Plan (IPI), a cash
incentive compensation program, with the fiscal year beginning August 1, 2005 and ending July 31,
2006 (Intuits 2006 fiscal year). 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 in accordance with the terms
and conditions outlined in the IPI plan document. Your target percentage under the IPI for
Intuits 2006 fiscal year will be 60% of your base salary. Provided you are employed on the day
Intuit pays out the 2006 fiscal year IPI awards, you will be paid a minimum IPI award of $300,000
for the 2006 fiscal year (100% of your IPI target bonus for fiscal 2006). IPI
payments are made after reduction for required and customary income and payroll tax withholdings.
ONE-YEAR ANNIVERSARY BONUS
Provided you remain employed through your one-year anniversary of employment with Intuit, you will
be paid an additional $170,000 bonus within thirty days following your first anniversary of
employment. If you terminate employment before your one-year anniversary you will not be entitled
to any part of this bonus. The bonus will be paid to you after deduction of required federal and
state income and payroll tax withholding. In the event that you resign within twelve months prior
to your second anniversary of employment with Intuit, you agree to repay a prorated portion of this
bonus back to Intuit. To determine the amount to be repaid, Intuit will take $170,000 and reduce
it by one-twelfth for every complete month of service after your one year anniversary of your Start
Date.
EQUITY
Subject to approval by the Compensation and Organizational Development Committee of Intuits Board
of Directors or its designee, you will be granted a nonqualified stock option to purchase 100,000
shares of Common Stock of Intuit Inc. These options will be granted to you in the month following
your Start Date generally Intuit grants options to its newly hired employees on the seventh
business day of the month following the employees date of hire. The exercise price per share will
be equal to the closing price of Intuits 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 on the
vesting date. The option will have a maximum term of seven years.
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SEPARATION BENEFITS
In the event of your involuntary termination without Cause, you will be entitled to a single lump
sum severance payment equal to six months of your then current base salary (less applicable
deductions and withholdings) payable within twenty-one business days following the date which you
return to Intuit a signed valid and binding release agreement that is acceptable to Intuit.
In the event of your voluntary termination or termination for Cause, you will not be entitled to any portion of the above separation benefit.
For purposes of these separation benefits, the following shall constitute Cause for termination: (i) you have been convicted of a misdemeanor that involves moral turpitude or the embezzlement of property of Intuit or one of its affiliates; (ii) you have been convicted of a felony under the laws of the United States or any state thereof; (iii) your willful misconduct in the performance of your duties as an Intuit employee; (iv) your gross negligence in the performance of your duties as an Intuit employee; or (v) you have failed to follow the lawful instructions of your manager or company policy relating to an activity within the scope of your duties. In order for a condition identified in (iv) or (v) to constitute Cause, Intuit shall first have provided you with (A) at least 30 days written notice of the alleged actions setting forth with specificity the events or failures complained of and (B) an opportunity to remedy to the reasonable satisfaction of your manager such condition within such 30 day period and you shall have failed to remedy such condition.]
SHARE OWNERSHIP AND MATCHING UNIT PROGRAM
As a Senior Vice President you will participate in Intuits 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. Intuit will issue you the net number of shares after mandatory withholding taxes.
INSURANCE
You will be eligible to participate in Intuits group health, life and dental insurance plans. If
your Start Date is before July 31, 2005, your benefits will be effective on the first day of the
month coincident with or following your Start Date. If your Start Date is after July 31, 2005, your
benefits will be effective on your Start Date.
VACATION
You will accrue four weeks of vacation in 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).
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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 also contingent on Intuits verification of background
information, even if you should begin employment before completion of Intuits background check.
CONFIDENTIALITY
This letter confirms our understanding that you are not subject to any employment agreement or any
other 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 Intuits 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 employees 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 Intuits 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 and confirm your planned start date. The original of this letter is for your records. Please return the copy via fax to Brenda Isely at 650-944-3655.
If you have any questions about this offer, please feel free to contact Michael McNeal at (650) 944-2680.
We look forward to you joining the Intuit team.
Sincerely,
/s/ Steve Bennett
President & CEO
AGREED AND ACCEPTED:
/s/ Alexander M. Lintner | June 29, 2005 | |||
Alexander M. Lintner
|
Date |
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