Exhibit 4.02



 



Exhibit 4.02



Grant No. [GrantNumber]



INTUIT INC. 2002 PLAN OPTION GRANT AGREEMENT



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a stock
option (“Option”), pursuant to the Company’s 2002 Equity Incentive Plan (the
“Plan”), to purchase shares of the Company’s Common Stock, $0.01 par value per
share (“Common Stock”), as described below. This Option 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
Agreement that are not defined in the Agreement have the meanings given to them
in the Plan.



	 	 	 
	Name of Participant:	 	 
	
	
	
	

	Social Security Number:	 	 
	
	
	
	

	Address:	 	 
	
	
	
	

	Number of Shares:	 	 
	
	
	
	

	Type of Option:	 	
Non-qualified Stock Option
	
	
	
	

	Exercise Price Per Share:	 	 
	
	
	
	

	Date of Grant:	 	 
	
	
	
	

	First Vesting Date:	 	 
	
	
	
	

	Expiration Date:	 	 
	
	
	
	

	Vesting Schedule:	 	
So long as you are providing services to the Company, 25%
of the Shares will vest on the First Vesting Date; then 2.0833% of the
Shares will vest on each monthly anniversary of the First Vesting Date
until 100% vested. On your Termination, the Option will either cease to
vest or, if you have been actively employed by the Company for one year
or more and become totally disabled or die as provided in Section 5.6 of
the Plan, accelerate in full. Following your Termination, you may
exercise the Option only as provided in Section 5.6 of the Plan.
Vesting may also be suspended in accordance with Company policies, as
described in Section 5.6 of the Plan.



To exercise this Option, you must follow the exercise procedures established by
the Company, as described in Section 5.5 of the Plan. This Option may be
exercised only with respect to vested shares. Payment of the Exercise Price
for the Shares may be made in cash (by check) and/or, if a public market exists
for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or
Margin Commitment from you and an NASD Dealer (as described in Section 8.1 of
the Plan). Upon exercise of this Option, you understand that the Company may
be required to withhold taxes.


This Agreement (including the Plan, which is incorporated by reference)
constitutes the entire agreement between you and the Company with respect to
this Option, and supersedes all prior agreements or promises with respect to
the Option. 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 the Option 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.


Additional information about the Plan and this Option (including certain tax
consequences of exercising the Option and disposing of the Shares) is contained
in the Prospectus for the Plan. A copy of the Prospectus is available on the
stock options pages of the Intuit Legal Department intranet web site or by
calling Sharon Savatski, the Company’s Stock Plan Analyst, at (650) 944-6504.


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




			
	 	INTUIT INC.
	 	2632 Marine Way
	 	Mountain View, California 94043
	 	 	 
	 	By:
	 	 	

	 	 	Greg J. Santora, Chief Financial Officer
	 



PARTICIPANT’S ACCEPTANCE



I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Company’s 2002
Equity Incentive Plan, and I understand and agree that this Agreement is not
meant to interpret, extend, or change the Plan in any way, nor 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.