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EXHIBIT 10.06
[INTUIT LETTERHEAD]
March 26, 2001
Xxxxxx X. X. Xxx
Re: Separation Agreement
Dear Xxx:
This Separation Agreement confirms the terms of your separation from the
employment of Intuit Inc., a Delaware corporation, with offices at 0000 Xxxxxx
Xxxxxx, Xxxxxxxx Xxxx, XX 00000 (the "Company").
1. Termination Date. Your employment with the Company is terminated effective at
the close of business on August 2, 2001 (the "Termination Date"). Your current
employment status, salary and benefits will remain unchanged between the date
you sign this Agreement and August 2, 2001.
2. Shares. Assuming you do not exercise any stock options between today's date
and the Termination Date, on the Termination Date, you will hold vested options
to purchase shares of Intuit's Common Stock as indicated on the Personnel Option
Status report, attached hereto as Exhibit A. Your Stock Option Grant Agreements
have been amended effective as of March 21, 2001 with respect to Option Grants
018301, 019246, and 00026838 to provide that you have until one year after the
Termination Date (August 2, 2002) in which to exercise any shares vested as of
the Termination Date. Also, with respect to Grant 00030612, you will have until
one year after the Termination Date (August 2, 2002) in which to exercise any
shares vested as of the Termination Date. With respect to all other grants shown
on Exhibit A, you have until 90 days after the Termination Date (October 31,
2001) in which to exercise any shares vested as of the Termination Date.
You acknowledge that you have no additional vested options.
3. Payment of Wages. On the Termination Date, the Company will deliver to you a
final paycheck for all accrued wages, salary, bonuses, reimbursable expenses,
accrued but unused vacation pay and any similar payments due and owing to you
from the Company as of the Termination Date. By acceptance of this final
paycheck you are acknowledging that the Company does not owe you any other
amounts.
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4. COBRA Coverage. You have the option to extend the health insurance coverage
currently provided by the Company for a period of 18 months from your August 2,
2001 Termination Date pursuant to the terms and conditions of COBRA. You have 60
days from the Termination Date to notify the Company in writing of your election
to so continue your continuation coverage. If you elect COBRA coverage, Company
will pay for your COBRA benefits through January 1, 2002. After January 1, 2002,
COBRA continuation coverage will be at your own expense.
5. Payment. In addition, provided you sign on or promptly following the
Termination Date the General Release of all claims attached hereto as Exhibit B,
you will receive, as severance pay, a payment in an amount equivalent to your
regular salary for the period August 2, 2001 through November 30, 2001. This
severance pay is in addition to any amounts due you from the Company and is
given as consideration for the Release attached hereto as Exhibit B. This
severance will be paid to you in one lump sum on the Termination Date or within
ten (10) days of your signing the Release attached as Exhibit B, whichever
occurs later. This payment will be subject to standard income and employment tax
withholding.
6. Payment in lieu of Annual Variable Plan. On such date as any employee of the
Company first receives payment under the Fiscal Year 2001 Annual Variable
Payment Plan, the Company will pay to you the amount representing payment in
full based on 40% of target pursuant to such Plan.
7. Performance Sharing. On such date as any employee of the Company first
receives payment under the Performance Sharing Plan for the February 1 through
July 31, 2001 Performance Period, Company will pay to you the amount equal to
your performance sharing payment.
8. Home Loan. Pursuant to Paragraphs 5 and 6 of the Promissory Note dated
October 23, 1998 (as amended by the March 5, 1999 Amendment to Promissory Note)
between you and Intuit Inc. (Note and Amendment collectively, the "Note"),
attached hereto as Exhibit C, you and the Company agree that on the October 23,
2001 Maturity Date of the Loan, the entire remaining Principal Payment amount
then due, and all accrued interest thereon, shall automatically be forgiven and
released by Intuit for purposes of the Note. In addition, provided you sign the
Release attached hereto as Exhibit B, and as consideration for such Release,
Company will reimburse you for all income taxes (including taxes on taxes)
associated with or related to the loan forgiveness of this principal and
interest.
9. Soliciting, Recruiting, and Return of Company Property. You acknowledge and
agree that you are bound by a confidentiality agreement with the Company that
provides that for a period of one (1) year after the Termination Date, you will
not directly or indirectly solicit away employees or consultants of the Company
for your own benefit or for the benefit of any other person or entity. You
hereby also represent and warrant to the Company that by the Termination Date,
you will return to the Company any and all property or data of the Company of
any type whatsoever that may have been in your possession or control.
10. Confidential Information. You hereby acknowledge that you are bound by a
nondisclosure agreement with the Company, that as a result of your employment
with the Company you have had access to the Confidential Information (as defined
in such agreement) of the Company, that you will hold all such Confidential
Information in strictest confidence and that you may not make any
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use of such Confidential Information on behalf of any third party. Nothing in
the nondisclosure agreement or this Agreement shall restrict your ability, after
August 2, 2001, to seek or obtain a position with any other company or entity,
whether such services are provided as an employee, consultant, officer, or
director. You further confirm that by the Termination Date you will deliver to
the Company all documents and data of any nature containing or pertaining to
such Confidential Information and that you will not take with you any such
documents or data or any reproduction thereof.
11. Release of Claims. In exchange for the benefits described in sections 4,5
and 8, above, you agree to execute the General Release attached hereto as
Exhibit B on or promptly following the Termination Date.
12. Filings: This confirms that, as of April 16, 2001, you will cease to serve
as an executive officer of Intuit Inc. for purposes of federal securities laws.
Accordingly, after that date, you will no longer be subject to Section 16 or
Rule 144 requirements, including any future filings with the SEC, except any
post-termination filing requirements or potential liabilities under Section 16.
Finally, although you will no longer be an "access person" you will be subject
to Intuit's Xxxxxxx Xxxxxxx Policy.
13. Nondisparagement. You agree that you will not disparage the Company or any
of its products, services, employees, directors, officers, affiliates,
successors or assigns, with any written or oral statement.
14. Legal and Equitable Remedies; Arbitration. You agree that you and the
Company 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 you or the Company may have at law or in equity
for breach of this Agreement.
You and the Company agree that any dispute or claim of any nature arising
between you and the Company, other than claims for workers' compensation,
unemployment benefits or trade secret misappropriation, shall be submitted to
final and binding arbitration before a neutral arbitrator. The arbitrator shall
be selected according to the employment arbitrator selection procedures of the
American Arbitration Association, and his or her fees shall be shared equally by
the parties. The arbitrator shall decide any such claim and may grant any relief
authorized by law. The arbitrator shall issue a written award and opinion.
Nothing contained herein shall preclude you or the Company from seeking a
temporary injunction or other provisional relief where appropriate. This
provision is governed by the California arbitration statute, Code of Civil
Procedure Section 1280 et seq.
15. Attorneys' Fees. If any action at law or in equity 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.
16. Confidentiality. You agree to keep confidential the contents, terms and
conditions of this Agreement, and shall not disclose the contents, terms and
conditions of this Agreement except to your tax advisors, attorneys, spouse, or
as may be required pursuant to a subpoena or court order. Any breach of this
confidentiality provision shall be deemed a material breach of this Agreement.
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17. No Admission of Liability. This Agreement is not and shall not be construed
or contended by you or Company to be an admission or evidence of any wrongdoing
or liability on your part or the part of the Company, its representatives,
heirs, executors, attorneys, agents, partners, officers, shareholders,
directors, employees, subsidiaries, affiliates, divisions, successors or
assigns. This Agreement shall be afforded the maximum protection allowable under
California Evidence Code Section 1152 and/or any other state or Federal
provisions of similar effect.
18. Entire Agreement. This Agreement constitutes the entire agreement between
you and the Company with respect to the subject matter hereof and supersedes all
prior negotiations and agreements, whether written or oral, relating to such
subject matter. You acknowledge that neither the Company nor its agents or
attorneys, have made any promise, representation or warranty whatsoever, either
express or implied, written or oral, which is not contained in this Agreement
for the purpose of inducing you to execute the Agreement, and you acknowledge
that you have executed this Agreement in reliance only upon such promises,
representations and warranties as are contained herein.
19. Modification. It is expressly agreed 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, duly executed by
authorized representatives of each of the Parties hereto.
20. Governing Law. This Agreement is governed by, and is to be interpreted
according to, the laws of the State of California. If any term of this Agreement
or application thereof is deemed invalid or unenforceable, the remainder of the
Agreement shall remain in full force and effect.
If this letter accurately sets forth the terms of your separation from the
Company, please sign the attached copy and return it to the undersigned.
Very truly yours,
Intuit Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
READ, UNDERSTOOD AND AGREED
/s/ Xxxxxx Xxx Date: March 26, 2001
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Xxxxxx Xxx
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