Exhibit 4.02



 



Exhibit 4.02


Grant No. _______


INTUIT INC.


1996 DIRECTORS STOCK OPTION PLAN


DIRECTORS NONQUALIFIED COMMITTEE STOCK OPTION GRANT


     This Stock Option
Grant (this “Grant”) is made and entered into as of the
date of grant set forth below (the “Date of Grant”) by and between Intuit Inc.,
a Delaware corporation (the “Company”), and the Optionee named below
(“Optionee”).



	 	 	 
	Optionee:
	 	

	 
	 	



	Optionee’s Address:
	 	

	 
	 	



	Total Shares Subject to Option:
	 	
5,000

	 
	 	



	Exercise Price Per Share:
	 	

	 
	 	



	Date of Grant:
	 	

	 
	 	



	Expiration Date:
	 	

	 
	 	






     1. Grant of Option. The Company hereby grants to Optionee an option (this
“Option”) to purchase up to the total number of shares of Common Stock of the
Company set forth above (collectively, the “Shares”) at the exercise price per
share set forth above (the “Exercise Price”), subject to all of the terms and
conditions of this Grant and the Company’s 1996 Directors Stock Option Plan, as
amended by the Board on November 5, 2001 and approved by stockholders on
January 18, 2002 (the “Plan”). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to them in the Plan.


     2. Exercise and Vesting of Option. This Option shall vest and become
exercisable as to 8.333% of the Shares each month following the Date of Grant
and become fully vested and exercisable on the first anniversary of the Date of
Grant, so long as the Optionee continuously remains a director or a consultant
of the Company, subject to the other terms and conditions of the Plan and this
Grant.


     3. Restriction on Exercise. This Option may not be exercised unless such
exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company’s Common Stock may be listed at the time of exercise. Optionee
understands that the


 








 



Company is under no obligation to register, qualify or list the Shares with the
SEC, any state securities commission or any stock exchange or national market
system to effect such compliance.


     4. Termination of Option. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be a
Board member or consultant of the Company. The date on which Optionee ceases
to be a Board member or consultant of the Company shall be referred to as the
“Termination Date.”


          4.1 Termination Generally. If Optionee ceases to be a Board member or
consultant of the Company for any reason except death or disability within the
meaning of Section 22(e)(3) of the Code, then this Option, to the extent (and
only to the extent) that it would have been exercisable by Optionee on the
Termination Date, may be exercised by Optionee within seven months after the
Termination Date, but in no event later than the Expiration Date.



          4.2 Death or Disability. If Optionee ceases to be a Board member or
consultant of the Company because of the death of Optionee or the disability of
Optionee within the meaning of Section 22(e)(3) of the Code, then this Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the Termination Date, may be exercised by Optionee (or Optionee’s
legal representative) within 12 months after the Termination Date, but in no
event later than the Expiration Date.



     5. Manner of Exercise.


          5.1 Exercise Agreement. This Option shall be exercisable by delivery to
the Company of an executed written Directors Stock Option Exercise Agreement in
the form attached hereto as Exhibit A, or in such other form as may be approved
by the Committee, which shall set forth Optionee’s election to exercise some or
all of this Option, the number of shares being purchased, any restrictions
imposed on the Shares and such other representations and agreements as may be
required by the Company to comply with applicable securities laws.



          5.2 Payment. Payment for the Shares purchased upon exercise of this
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 Optionee for more than six
months (and which have been paid for within the meaning of 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
Optionee 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
Optionee for services rendered; (d) provided that a public market for the
Company’s stock exists, through a “same day sale” commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an “NASD Dealer”) whereby the Optionee 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 Optionee and a NASD Dealer whereby the Optionee 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



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such Shares to forward the Exercise Price directly to the Company; or (f) by
any combination of the foregoing.


          5.3 Withholding Taxes. Prior to the issuance of the Shares upon exercise
of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.



          5.4 Issuance of Shares. Provided that such notice and payment are in form
and substance satisfactory to counsel for the Company, the Company shall cause
the Shares to be issued in the name of Optionee or Optionee’s legal
representative.



     6. Nontransferability of Option. During the lifetime of the Optionee,
this Option shall be exercisable only by Optionee or by Optionee’s guardian or
legal representative, unless otherwise permitted by the Committee. This Option
may not be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent and distribution.


     7. Interpretation. Any dispute regarding the interpretation of this Grant
shall be submitted by Optionee or the Company to the Committee that administers
the Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Optionee. Nothing in the Plan or this Grant shall confer on
Optionee any right to continue as a Board member.


     8. Entire Agreement. The Plan and the Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, and the terms and
conditions thereof, are incorporated herein by reference. This Grant, the Plan
and the Directors Stock Option Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with
respect to such subject matter.



	 	INTUIT INC.




	 	By:



	 	






	 	Name (Typed or Printed):



	 	






	 	Title: 



	 	







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ACCEPTANCE OF STOCK OPTION GRANT


     Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and
this Grant. Optionee acknowledges that there may be adverse tax consequences
upon exercise of this Option or disposition of the Shares and that Optionee has
been advised by the Company that Optionee should consult a qualified tax
advisor prior to such exercise or disposition.



	 	




	 	, Optionee



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Exhibit A


INTUIT INC.

1996 DIRECTORS STOCK OPTION PLAN

DIRECTORS STOCK OPTION EXERCISE AGREEMENT


     I hereby elect to purchase the number of shares of Common Stock of INTUIT
INC. (the “Company”) as set forth below:



	 	 	 
	Optionee:	 	
Number of Shares Purchased:
	Social Security Number:	 	
Purchase Price per Share:
	Address:	 	
Aggregate Purchase Price:
	 	 	
Date of Stock Option Grant:



Type of Stock Option: Nonqualified Stock Option


1. Delivery of Purchase Price. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Directors
Nonqualified Stock Option Grant referred to above (the
“Grant”) as follows
(check as applicable and complete):



	 	 	 
	[   ]	 	
in cash or by check in the amount of $______________________________,
receipt of which is acknowledged by the Company;
	 
	[   ]	 	
by delivery of ____________________________  fully-paid, nonassessable and
vested shares of the Common Stock of the Company owned by Optionee for
at least six (6) months prior to the date hereof (and which have been
paid for within the meaning of SEC Rule 144), or obtained by Optionee
in the open public market, and owned free and clear of all liens,
claims, encumbrances or security interests, valued at the current Fair
Market Value of $_______________________________  per share;
	 
	[   ]	 	
by the waiver hereby of compensation due or accrued to Optionee for
services rendered in the amount of $________________________ ;
	 
	[   ]	 	
through a “same-day-sale” commitment, delivered herewith, from Optionee
and the NASD Dealer named therein, in the amount of
$___________________________________  ; or
	 
	[   ]	 	
through a “margin” commitment, delivered herewith from Optionee and the
NASD Dealer named therein, in the amount of
$___________________________________ 



2. Market Standoff Agreement. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees
not to sell or otherwise transfer or dispose of any Common Stock (or other
securities) of the Company held by Optionee during the period requested by
the managing underwriter following the effective date of a registration
statement of the Company filed under the Securities Act, provided that all
officers and directors of the Company are required to enter into similar
agreements. Such agreement shall be in writing in a form satisfactory to
the Company and such underwriter. The Company may impose


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stop-transfer instructions with respect to the shares (or other securities)
subject to the foregoing restriction until the end of such period.


3. Tax Consequences. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE
TAX CONSEQUENCES AS A RESULT OF OPTIONEE’S PURCHASE OR DISPOSITION OF THE
SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.


4. Entire Agreement. The Plan and the Grant are incorporated herein by
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Optionee with respect to
the subject matter hereof, and are governed by California law except for
that body of law pertaining to conflict of laws.



	Date: 	 


	 	
	 	
Signature of Optionee



The Company hereby verifies receipt and acceptance of this Agreement and its
agreement to issue the Shares referred to above, subject to its receipt of the
Aggregate Purchase Price, and taxes due, if any.


INTUIT INC.



	Date:	 	By:



	 	
	 	





	 	 	 	
Name (Typed or Printed)





	 	 	 	
Title