Exhibit 4.01



 



EXHIBIT 4.01


INTUIT INC.


1996 DIRECTORS STOCK OPTION PLAN


As Adopted by the Board on October 7, 1996

and Approved by Stockholders on November 25, 1996

As Most Recently Amended by the Board on November 5, 2001

and Approved by Stockholders on January 18, 2002


     1. Purpose. This 1996 Directors Stock Option Plan (this “Plan”) is
established to provide equity incentives for non-employee members of the Board
of Directors of Intuit Inc. (the “Company”), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.


     2. Adoption and Stockholder Approval. This Plan became effective on
October 7, 1996, (the “Effective Date”), the date on which it was adopted by
the Board of Directors of the Company (the “Board”) and was approved by the
stockholders of the Company, consistent with applicable laws on November 25,
1996. The amendments to the Plan that were approved by the Board on November 5,
2001 are subject to stockholder approval and become effective on the date on
which they are approved by the the stockholders of the Company (the “Amendment
Approval Date”). No stock option that is granted as a result of any increase
in the number of shares authorized to be issued under this Plan shall be
exercised prior to the time such increase has been approved by the stockholders
of the Company and all such options granted pursuant to such increase shall
terminate if such stockholder approval is not obtained.


     3. Types of Options and Shares. Options granted under this Plan
(“Options”) shall be non-qualified stock options. The shares of stock that may
be purchased upon exercise of Options granted under this Plan are shares of the
Common Stock of the Company (the “Shares”).


     4. Number of Shares. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the “Maximum Number”) is 900,000
Shares, subject to adjustment as provided in Section 11 of this Plan. If any
Option is terminated for any reason without being exercised in whole or in
part, the Shares thereby released from such Option shall be available for
purchase under other Options granted under this Plan. At all times during the
term of this Plan, the Company shall reserve and keep available such number of
Shares as shall be required to satisfy the requirements of outstanding Options
granted under this Plan; provided, however, that if the aggregate number of
Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan equals or exceeds the Maximum
Number, then notwithstanding anything herein to the contrary, no further
Options may be granted under this Plan until the Maximum Number is increased or
the aggregate number of Shares subject to outstanding Options granted under
this Plan plus the aggregate number of Shares previously issued by the Company
pursuant to the exercise of Options granted under this Plan is less than the
Maximum Number.


 








 


Intuit Inc.

1996 Directors Stock Option Plan


     5. Administration. This Plan shall be administered by the Board. The
interpretation by the Board of any of the provisions of this Plan or any Option
granted under this Plan shall be final and binding upon the Company and all
persons having an interest in any Option or any Shares purchased pursuant to an
Option.


     6. Eligibility and Award Formula.


          6.1 Eligibility. Options shall be granted only to directors of the
Company who are not current or former employees of the Company or any Parent,
Subsidiary or Affiliate of the Company, as those terms are defined in Section
17 below (each such person referred to as a “Non-Employee Director”).



          6.2 Initial Grant. Each Non-Employee Director who first becomes a member
of the Board will automatically be granted an Option for 45,000 Shares (each
such Option referred to as the “Initial Grant”).



          6.3 Succeeding Grants. On each anniversary of an Initial Grant, each
Non-Employee Director will automatically be granted an Option for 22,500 Shares
(each such Option referred to as a “Succeeding Grant”).



          6.4 Audit Committee Grants. On the Amendment Approval Date, each member
of the Audit Committee will automatically be granted an Option for 5,000
Shares. Each Non-Employee Director who is appointed as a new member to the
Audit Committee after the Amendment Approval Date will automatically be granted
an Option for 5,000 shares on the day he or she is appointed. On each
anniversary of a Non-Employee Director’s first Option grant pursuant to this
Section 6.4 on which the Non-Employee Director is a member of the Audit
Committee, the Non-Employee Director will automatically be granted another
5,000 share Option (each such Option referred to as an “Audit Committee
Grant”).



          6.5 Compensation Committee Grants. On the Amendment Approval Date, each
member of the Compensation Committee will automatically be granted an Option
for 5,000 Shares. Each Non-Employee Director who is appointed as a new member
to the Compensation Committee after the Amendment Approval Date will
automatically be granted an Option for 5,000 shares on the day he or she is
appointed. On each anniversary of a Non-Employee Director’s first Option grant
pursuant to this Section 6.5 on which the Non-Employee Director is a member of
the Compensation Committee, the Non-Employee Director will automatically be
granted another 5,000 share Option (each such Option referred to as a
“Compensation Committee Grant”).



     7. Terms and Conditions of Options. Subject to the following and to
Section 6 above:


          7.1 Form of Option Grant. Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant (“Grant”) in such form (which need
not be the same for each Non-Employee Director) as the Board or its delegees
shall from time to time approve, which Grant shall comply with and be subject
to the terms and conditions of this Plan.

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Intuit Inc.

1996 Directors Stock Option Plan


          7.2 Vesting.



               (a) Options granted prior to February 19, 1999 shall become exercisable as
they vest according to the following vesting schedule: each Initial Grant and
Succeeding Grant will vest as to twenty-five percent (25%) of the Shares upon
the first anniversary of the date such Option is granted and an additional
2.0833% of the Shares each month thereafter, so long as the Non-Employee
Director continuously remains a director or a consultant of the Company.



               (b) Options granted under this Plan on or after February 19, 1999 but
prior to November 30, 1999 shall be fully vested and exercisable on the date of
grant.



               (c) Initial Grants and Succeeding Grants granted on or after November 30,
1999 shall become exercisable as they vest according to the following vesting
schedule: (i) each Initial Grant will vest as to 25% of the Shares upon the
first anniversary of the date such Option is granted and an additional 2.0833%
of the Shares each month thereafter, so long as the Non-Employee Director
continuously remains a director or a consultant of the Company, (ii) each
Succeeding Grant will vest as to 50% of the Shares upon the first anniversary
of the date such Option is granted and an additional 4.1666% of the Shares each
month thereafter, so long as the Non-Employee Director continuously remains a
director or a consultant of the Company.



               (d) Each Audit Committee Grant and each Compensation Committee Grant shall
become exercisable as it vests as to 8.333% of the Shares each month following
the date of grant and become fully vested on the first anniversary of the date
of grant, so long as the Non-Employee Director continuously remains a director
or a consultant of the Company.



               (e) Any Option granted to an Non-Employee Director will vest as to 100% of
the Shares subject to such Option, if the Non-Employee Director ceases to be a
member of the Board or a consultant of the Company due to “total disability” or
death (or his or her death occurs within three months of the Termination Date).
For purposes of this Section 7.2(e), “total disability” shall mean: (A) (i)
for so long as such definition is used for purposes of the Company’s group life
insurance and accidental death and dismemberment plan or group long term
disability plan, that the Non-Employee Director is unable to perform each of
the material duties of any gainful occupation for which the Non-Employee
Director is or becomes reasonably fitted by training, education or experience
and which total disability is in fact preventing the Non-Employee Director from
engaging in any employment or occupation for wage or profit; or, (ii) if such
definition has changed, such other definition of “total disability” as
determined under the Company’s group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company
shall have received from the Non-Employee Director’s primary physician a
certification that the Non-Employee Director’s total disability is likely to be
permanent.



          7.3 Exercise Price. The exercise price of an Option shall be the Fair
Market Value (as defined in Section 17.4) of the Shares at the time that the
Option is granted.

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Intuit Inc.

1996 Directors Stock Option Plan


          7.4 Termination of Option. Except as provided below in this Section, each
Option shall expire ten (10) years after its date of grant (the “Expiration
Date”). The Option shall expire when the Non-Employee Director ceases to be a
member of the Board or a consultant of the Company. The date on which the
Non-Employee Director ceases to be a member of the Board or a consultant of the
Company shall be referred to as the “Termination Date.” An Option may be
exercised after the Termination Date only as set forth below:



               (a) Termination Generally. If the Non-Employee Director ceases to be a
member of the Board or consultant of the Company for any reason except death or
disability, then each Option to the extent then vested (as determined by
Section 7.2 of this Plan) then held by such Non-Employee Director may be
exercised by the Non-Employee Director within seven (7) months after the
Termination Date, but in no event later than the Expiration Date.



               (b) Death or Disability. If the Non-Employee Director ceases to be a
member of the Board or consultant of the Company because of the death of the
Non-Employee Director or the disability of the Non-Employee Director within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the “Code”), then each Option to the extent then vested (as determined by
Section 7.2 of this Plan) then held by such Non-Employee Director may be
exercised by the Non-Employee Director (or the Non-Employee Director’s legal
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.




	       	8.	  	Exercise of Options.



          8.1 Exercise Period. Subject to the provisions of Section 8.5 below,
Options granted on or after February 19, 1999 but prior to November 30, 1999
shall be fully vested and exercisable on the date of grant. Options granted
prior to February 19, 1999 and Options granted on or after November 30, 1999
shall be exercisable as they vest.



          8.2 Notice. Options may be exercised only by delivery to the Company of
an exercise agreement in a form approved by the Board or its delegees stating
the number of Shares being purchased, the restrictions imposed on the Shares
and such representations and agreements regarding the Non-Employee Director’s
investment intent and access to information as may be required by the Company
to comply with applicable securities laws, together with payment in full of the
exercise price for the number of Shares being purchased.



          8.3 Payment. Payment for the Shares purchased upon exercise of an Option
may be made (a) in cash or by check; (b) by surrender of shares of Common Stock
of the Company that have been owned by the Non-Employee Director for more than
six (6) months (and which have been paid for within the meaning of Securities
and Exchange Commission (“SEC”) Rule 144 and, if such shares were purchased
from the Company by use of a promissory note, such note has been fully paid
with respect to such shares) or were obtained by the Non-Employee Director in
the open public market, having a Fair Market Value equal to the exercise price
of the Option; (c) by waiver of compensation due or accrued to the Non-Employee
Director for services

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Intuit Inc.

1996 Directors Stock Option Plan


rendered; (d) provided that a public market for the Company’s stock exists,
through a “same day sale” commitment from the Non-Employee Director and a
broker-dealer that is a member of the National Association of Securities
Dealers (an “NASD Dealer”) whereby the Non-Employee Director irrevocably elects
to exercise the Option and to sell a portion of the Shares so purchased to pay
for the exercise price and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the exercise price directly to the Company;
(e) provided that a public market for the Company’s stock exists, through a
“margin” commitment from the Non-Employee Director and an NASD Dealer whereby
the Non-Employee Director irrevocably elects to exercise the Option and to
pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the exercise price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company; or (f) by any combination
of the foregoing.


          8.4 Withholding Taxes. Prior to issuance of the Shares upon exercise of
an Option, the Non-Employee Director shall pay or make adequate provision for
any federal or state withholding obligations of the Company, if applicable.



          8.5 Limitations on Exercise. Notwithstanding the exercise periods set
forth in the Grant, exercise of an Option shall always be subject to the
following limitations:



               (a) An Option shall not be exercisable until such time as this Plan (or,
in the case of Options granted pursuant to an amendment increasing the number
of shares that may be issued pursuant to this Plan, such amendment) has been
approved by the stockholders of the Company in accordance with Section 15
below.



               (b) An Option shall not be exercisable unless such exercise is in
compliance with the Securities Act of 1933, as amended (the “Securities Act”)
and all applicable state securities laws, as they are in effect on the date of
exercise.



               (c) The Board may specify a reasonable minimum number of Shares that may
be purchased upon any exercise of an Option, provided that such minimum number
will not prevent the Non-Employee Director from exercising the full number of
Shares as to which the Option is then exercisable.



     9. Nontransferability of Options. During the lifetime of the Non-Employee
Director, an Option shall be exercisable only by the Non-Employee Director or
by the Non-Employee Director’s guardian or legal representative, unless
otherwise permitted by the Board. No Option may be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent and distribution.


     10. Privileges of Stock Ownership. No Non-Employee Director shall have
any of the rights of a stockholder with respect to any Shares subject to an
Option until the Option has been validly exercised. No adjustment shall be
made for dividends or distributions or other rights for which the record date
is prior to the date of exercise, except as provided in this Plan. The Company
shall provide to each Non-Employee Director a copy of the annual financial
statements

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Intuit Inc.

1996 Directors Stock Option Plan


of the Company, at such time after the close of each fiscal year of the Company
as they are released by the Company to its stockholders.


     11. Adjustment of Option Shares. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options shall be proportionately adjusted, subject to any required action by
the Board or stockholders of the Company and compliance with applicable
securities laws; provided, however, that no fractional shares shall be issued
upon exercise of any Option and any resulting fractions of a Share shall be
rounded up to the nearest whole Share.


     12. No Obligation to Continue as Director. Nothing in this Plan or any
Option granted under this Plan shall confer on any Non-Employee Director any
right to continue as a director of the Company.


     13. Compliance With Laws. The grant of Options and the issuance of Shares
upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without
limitation compliance with the Securities Act, compliance with all other
applicable state securities laws and compliance with the requirements of any
stock exchange or national market system on which the Shares may be listed.
The Company shall be under no obligation to register the Shares with the SEC or
to effect compliance with the registration or qualification requirement of any
state securities laws, stock exchange or national market system.


     14. Acceleration of Options Upon Certain Corporate Transactions. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative
stock holdings and the Options granted under this Plan are assumed or replaced
by the successor corporation, which assumption will be binding on all
Non-Employee Directors), (c) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company (other than any
stockholder which merges (or which owns or controls another corporation which
merges) with the Company in such merger) own less than 50% of the shares or
other equity interests in the Company, (d) the sale of substantially all of the
assets of the Company, or (e) the acquisition, sale or transfer of a majority
of the outstanding shares of the Company by tender offer or similar
transaction, the vesting of all options granted pursuant to this Plan will
accelerate and the options will become exercisable in full prior to the
consummation of such event at such times and on such conditions as the Board
determines, and if such options are not exercised prior to the consummation of
the corporate transaction, they shall terminate in accordance with the
provisions of this Plan.


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Intuit Inc.

1996 Directors Stock Option Plan


     15. Amendment or Termination of Plan. The Board may at any time terminate
or amend this Plan (but may not terminate or amend the terms of any outstanding
option without the consent of the Non-Employee Director); provided, however,
that the Board shall not, without the approval of the stockholders of the
Company, increase the total number of Shares available under this Plan (except
by operation of the provisions of Sections 4 and 11 above) or broaden the class
of persons eligible to receive Options. In any case, no amendment of this Plan
may adversely affect any then outstanding Options or any unexercised portions
thereof without the written consent of the Non-Employee Director.


     16. Term of Plan. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date.


     17. Certain Definitions. As used in this Plan, the following terms shall
have the following meanings:


          17.1 “Parent” means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.



          17.2 “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.



          17.3 “Affiliate” means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where “control” (including the terms
“controlled by” and “under common control with”) means the possession, direct
or indirect, of the power to cause the direction of the management and policies
of the corporation, whether through the ownership of voting securities, by
contract or otherwise.



          17.4 “Fair Market Value” means, as of any date, the value of a share of
the Company’s Common Stock determined as follows:


	               	
	 	(a) if such Common Stock is then quoted on the Nasdaq National
Market, its last reported sale price on the Nasdaq National
Market or, if no such reported sale takes place on such date,
the average of the closing bid and asked prices;
	 
	 	(b) if such Common Stock is publicly traded and is then listed
on a national securities exchange, its last reported sale
price or, if no such reported sale takes place on such date,
the average of the closing bid and asked prices on the
principal national securities exchange on which the Common
Stock is listed or admitted to trading;



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Intuit Inc.

1996 Directors Stock Option Plan

	               	
	 	(c) if such Common Stock is publicly traded but is not quoted
on the Nasdaq National Market nor listed or admitted to
trading on a national securities exchange, the average of the
closing bid and asked prices on such date, as reported in The
Wall Street Journal, for the over-the-counter market; or
	 
	 	(d) if none of the foregoing is applicable, by the Board in
good faith.




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