Exhibit 10.20



 



Award No. 00044522



EXHIBIT 10.20



INTUIT INC. 2002 EQUITY INCENTIVE PLAN

STOCK BONUS AGREEMENT


RESTRICTED STOCK UNITS


Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a Stock
Bonus Award (“Award”) pursuant to the Company’s 2002 Equity Incentive Plan (the
“Plan”), for the number of shares of the Company’s Common Stock, $0.01 par
value per share (“Common Stock”) set forth below. This Award is subject to all
of the terms and conditions of the Plan, which is incorporated into this
Agreement by reference. All capitalized terms in this Stock Bonus Agreement
(“Agreement”) that are not defined in this Agreement have the meanings given to
them in the Plan.



	 	 	 
	Name of Participant:	 	
Stephen M. Bennett
	Social Security Number:	 	 
	Address:



	 	 
	Number of Shares:	 	
425,000
	Date of Grant:	 	
July 30, 2003
	First Vesting Date:	 	
July 31, 2006
	Second Vesting Date:	 	
July 31, 2007
	Final Vesting Date:	 	
July 31, 2008



Vesting Schedule: You will vest as to 255,000 of the shares on the First
Vesting Date set forth above, provided you are continuously employed by the
Company through that date. You will vest in an additional 85,000 of the shares
on the Second Vesting Date set forth above, provided you are continuously
employed by the Company through that date. You will vest in the final 85,000 of
the shares on the Final Vesting Date set forth above, provided you are
continuously employed by the Company through that date.


In the event of your Termination prior to the Final Vesting Date due to either
your: (1) “Involuntary Termination” or “Termination without Cause”; or (2)
“Termination Following a Change in Control”, the following provisions will
govern the vesting of this Award:



		 	(1)     Termination due to your Involuntary Termination or Termination without
Cause: In the event of your Termination prior to the Final Vesting Date
due to your Involuntary Termination or Termination without Cause, you will
automatically vest pro-rata in a percentage of the total Number of Shares
set forth above equal to your number of full months of service from the
Date of Grant to your Termination Date divided by sixty months. For
purposes of this Award, “Involuntary Termination” shall have the meaning
given to it in Section 6(a) and “Termination without Cause” shall have the
meaning given to it in Section 6(d) of your Amended and Restated
Employment Agreement dated July 30, 2003 (your “Employment Agreement”).
	 
		 	(2)     Termination Following a Change in Control: In the event of your
Termination Following a Change in Control prior to the Final Vesting Date,
you will automatically vest as to 100% of the total Number of Shares set
forth above. For purposes of this Award, “Termination Following a Change
in Control” shall have the meaning given to it in Section 7(d) of your
Employment Agreement.



In the event of your Termination prior to the Final Vesting Date due to any
other reason, you will immediately stop vesting in this Award and this Award
will terminate as to any and all shares in which you have not vested as of your
Termination Date. Accordingly, if your Termination Date occurs before the
First Vesting Date, this Award will terminate as to all of the shares and you
will have no rights to any benefits under this Award. If your Termination Date
occurs after the First Vesting Date, but before the Second Vesting Date, you
will have vested in 255,000 of the shares, and this Award will terminate as to
170,000 of the shares. If your Termination Date occurs after the Second
Vesting Date, but before the Final Vesting Date, you will have vested in
340,000 of the shares, and this Award will terminate as to 85,000 of the
shares.


Issuance of Shares under this Award: The Company will only issue you shares
under this Award in which you have vested (“Vested Shares”) in accordance with
the Vesting Schedule provisions set forth above. The Company will issue you
Vested Shares of the Company’s Common Stock on the first business day of the
fiscal year following the fiscal year in which you cease to be both Chief
Executive Officer of the Company and a “covered employee”, as defined in
Section 162(m)(3) of the Code; provided, however, that you may make a one-time
election until a date determined by the Compensation and Organizational
Development Committee to have the Company issue fifty-percent (50%) of the
Vested Shares at an earlier date. This one-time election must be made in a
form and at a time acceptable to the Company.


Withholding Taxes at Vesting: Under payroll withholding tax provisions in
effect on the Date of Grant, the vesting of shares under this Award gives rise
to a FICA and Medicare withholding obligation on the part of the Company
calculated with reference to an amount equal to the Fair Market Value of the
shares on the date the shares become Vested Shares. You agree that you will
remit cash to the Company (through payroll deduction or otherwise) in an amount
sufficient to satisfy any withholding obligation of the Company resulting from
the vesting of the shares under this Award. Fair Market Value of the shares
shall be determined in accordance with Section 23(m) of the Plan on the date
that the amount of tax to be withheld is to be determined.


 






 


Withholding Taxes at Issuance of Vested Shares: Under federal and state income
and payroll withholding tax provisions in effect on the Date of Grant, the
issuance of Vested Shares under this Award gives rise to a federal and state
income and employment tax withholding obligation on the part of the Company
calculated with reference to an amount equal to the Fair Market Value of the
Vested Shares on the date the shares are issued to you by the Company. The
Company will withhold from the Vested Shares issued to you a number of whole
shares having a Fair Market Value equal to the minimum amount to be withheld to
satisfy any tax withholding obligation of the Company resulting from the
issuance of the Vested Shares and will transmit the equivalent cash amount to
the applicable taxing authorities. Fair Market Value of the shares shall be
determined in accordance with Section 23(m) of the Plan on the date that the
amount of tax to be withheld is to be determined.


Stockholder Rights: You will have no rights as a stockholder until the Vested
Shares are issued to you. After Vested Shares are issued to you, you will have
all the rights of a stockholder with respect to the shares. Notwithstanding
the foregoing, in the event the Company declares dividends for which the record
date occurs after the Date of Grant and prior to the date Vested Shares are
issued to you, the Company will issue you consideration in an amount the
Company determines is equivalent to such declared dividends at the time the
Vested Shares are issued to you.


This Agreement (including the Plan, which is incorporated by reference) and
your Employment Agreement constitute the entire agreement between you and the
Company with respect to this Award, and supersedes all prior agreements or
promises with respect to the Award. Except as provided in the Plan, this
Agreement may be amended only by a written document signed by the Company and
you. Subject to the terms of the Plan, the Company may assign any of its
rights and obligations under this Agreement, and this Agreement shall be
binding on, and inure to the benefit of, the successors and assigns of the
Company. Subject to the restrictions on transfer of Awards described in
Section 11 of the Plan, this Agreement shall be binding on your permitted
successors and assigns (including heirs, executors, administrators and legal
representatives). All notices required under this Agreement or the Plan must
be mailed or hand-delivered to the Company or to you at its or your respective
addresses set forth in this Agreement, or at such other address designated in
writing by either of the parties to the other.


The Company has signed this Award Agreement effective as the Date of Grant.



	 	 	 	 	 
	 	 	INTUIT
INC.

2632 Marine Way


Mountain View, California 94043
	 	 	 	 	 
	 	 	
By:
	 	/s/ Robert B. Henske

Robert B. Henske, Chief Financial Officer



PARTICIPANT’S ACCEPTANCE


I accept this Agreement effective as of the Date of Grant and agree to the
terms and conditions in this Agreement and the Plan. I acknowledge that I have
received a copy of the Plan, and I understand and agree that this Agreement is
not meant to interpret, extend, or change the Plan in any way, or to represent
the full terms of the Plan. If there is any discrepancy, conflict or omission
between this Agreement and the provisions of the Plan as interpreted by the
Company, the provisions of the Plan shall apply.


Signed: /s/ Stephen M. Bennett