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EXHIBIT 10.02
[INTUIT LOGO]
PO Box 7850, MS 2550
Mountain View, CA 94039-7850
May 2, 2000
James J. Heeger
[ADDRESS]
[ADDRESS]
Re: Separation Terms
Dear Jim:
This letter confirms the terms of your separation from the employment of
Intuit Inc., a Delaware corporation, with offices at 2535 Garcia Avenue,
Mountain View, CA 94043 (the "Company").
1. Termination Date. Your employment with the Company is terminated
effective June 16, 2000 (the "Termination Date"). Your current employment
status, salary and benefits will remain unchanged between the date you sign this
Agreement and June 16, 2000.
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 10,500 shares of Intuit's Common Stock at a purchase
price of $15.66 per share. You have until September 14, 2000 in which to
exercise these vested options.
In addition, 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 2,190 shares of Intuit's Common Stock at a purchase
price of $18.75 per share. You have until September 14, 2000 in which to
exercise these vested options.
Furthermore, 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 28,126 shares of Intuit's Common Stock at a purchase
price of $10.50 per share. You have until September 14, 2000 in which to
exercise these vested options.
Also, 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 26,184 shares of Intuit's Common Stock at a purchase price
of $7.64 per share. You have until September 14, 2000 in which to exercise these
vested options.
In addition, 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 67,500 shares of Intuit's Common Stock at a purchase
price of $16.37 per share. You have until September 14, 2000 in which to
exercise these vested options.
Finally, 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 81,250 shares of Intuit's Common Stock at a purchase price
of $26.20 per share. You have until September 14, 2000 in which to exercise
these vested options.
You acknowledge that you have no additional vested options.
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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.
4. COBRA Coverage. You have the option, at your own expense, to extend
the health insurance coverage currently provided by the Company for a period of
18 months from June 31, 2000 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.
5. Annual Variable Plan. On June 16, 2000, the Company will pay to you
the amount of $108,415 representing payment in full of the 80% of target
(prorated for ten months) pursuant to the Fiscal Year 2000 Annual Variable Plan.
6. Return of Company Property. You hereby represent and warrant to the
Company that you have returned 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. You may keep your laptop, but you must first allow the Company's
technicians to scrub and re-image it for confidentiality and security reasons.
7. 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
use of such Confidential Information on behalf of any third party. 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 reproduction thereof.
8. Waiver of Claims. The payments and agreements set forth in this
Agreement are in full satisfaction of any and all accrued salary, vacation pay,
bonus pay, profit-sharing, termination benefits or other compensation to which
you may be entitled by virtue of this employment with the Company or your
separation of employment. You hereby release and waive any and all claims you
may have against the Company or any of its officers, directors, employees,
managers, shareholders, partners, agents, attorneys, parent corporations,
subsidiaries, successors, and assigns, including without limitation claims for
any additional compensation or benefits arising out of the separation of your
employment, any claims for any additional stock or stock options and any claims
of wrongful termination, breach of contract, defamation, or discrimination under
state or federal law, including but not limited to any claims you may have based
on age or under the Age Discrimination in Employment Act or Older Workers
Benefit Protection Act.
You hereby expressly waive any benefits of Section 1542 of the Civil
Code of the State of California, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR."
9. Filings: This confirms that, as of May 2, 2000, you cease to serve as
an officer of Intuit Inc. Accordingly, you are no longer 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
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Section 16. Finally, although you are no longer an "access person" you remain
subject to Intuit's Insider Trading Policy.
10. Review of Severance Agreement. You acknowledge your understanding
that you may take up to twenty-one (21) days to consider this Agreement and that
you have been advised to consult with an attorney prior to executing this
Agreement. You further acknowledge that you understand that you may revoke your
agreement within seven (7) days of your execution of this document and that the
consideration to be paid to you pursuant to paragraph 5 above for your agreement
will be paid only after the expiration of the seven (7) day revocation period.
11. Nondisparagement. You agree that you will not disparage 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 written or oral
statement.
12. 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 commercial arbitration 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.
13. 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.
14. 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 advisor, attorney, spouse, or
pursuant to subpoena or court order. Any breach of this confidentiality
provision shall be deemed a material breach of this Agreement.
15. 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.
16. 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
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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.
17. 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.
18. 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/ STEPHEN M. BENNETT
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Stephen M. Bennett
President and Chief Executive Officer
READ, UNDERSTOOD AND AGREED
/s/ JAMES J. HEEGER Date: 5/1/9/2000
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James J. Heeger
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