Intuit Inc. 1996 Employee Stock Purchase Plan



 



EXHIBIT 4.01


INTUIT INC.


1996 EMPLOYEE STOCK PURCHASE PLAN


As Adopted by the Board on October 7, 1996

And Approved by Stockholders on November 25, 1996

As Amended by the Board on October 24, 2001

And Approved by Stockholders on January 18, 2002

And As Most Recently Amended by the Compensation Committee on January 15, 20021


     1. Establishment of Plan. The Company proposes to grant options for
purchase of the Company’s Common Stock, $0.01 par value, to eligible employees
of the Company and Participating Subsidiaries pursuant to this Plan. A total
of 3,800,000 shares of the Company’s Common Stock is reserved for issuance
under this Plan. Such number shall be subject to adjustments effected in
accordance with Section 14 of this Plan. The Company intends this Plan to
qualify as an “employee stock purchase plan” under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Capitalized terms not defined in the text are defined
in Section 26 below. Any term not expressly defined in this Plan that is
defined in Section 423 of the Code shall have the same definition herein.


     2. Purpose. The purpose of this Plan is to provide eligible employees of
the Company and Participating Subsidiaries with a convenient means of acquiring
an equity interest in the Company through payroll deductions, to enhance such
employees’ sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.


     3. Administration. This Plan shall be administered by the Committee.
Subject to the provisions of this Plan and the limitations of Section 423 of
the Code or any successor provision in the Code, all questions of
interpretation or application of this Plan and any agreement or document
executed pursuant to this Plan shall be determined by the Committee and its
decisions shall be final and binding upon all Participants. The Committee
shall have full power and authority to prescribe, amend and rescind rules and
regulations relating to this Plan, including determining the forms and
agreements used in connection with this Plan; provided that the Committee may
delegate to the President, the Chief Financial Officer or the officer in charge
of Human Resources, in consultation with the General Counsel or her designee,
the authority to approve revisions to the forms and agreements used in
connection with this Plan that are designed to facilitate administration of the
Plan and that are not inconsistent with the Plan or with any resolutions of the
Committee relating to the Plan. The Committee may amend this Plan, except for
amendments described in Section 25 that require Board and stockholder approval.
Members of the Committee shall receive no compensation for their services in
connection with the administration of this Plan, other than standard fees as
established from time to time by the Board for services rendered by Committee
members serving on Board committees. All expenses incurred in connection with
the administration of this Plan shall be paid by the Company.






	1	 	On January 15, 2002, the Compensation Committee adopted certain minor
administrative amendments.











 





     4. Eligibility.


          (a) Prior to the Offering Period commencing December 16, 2001, any
employee of the Company or of any Participating Subsidiary is eligible to
participate in an Offering Period under this Plan, except the following:



               (i) employees who are not employed fifteen (15) days before the beginning
of such Offering Period;



               (ii) employees who are customarily employed for less than twenty (20)
hours per week;



               (iii) employees who are customarily employed for less than five (5)
months in a calendar year; and



               (iv) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock
or hold options to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
any of its Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold options
to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Subsidiaries.



          (b) Effective with the Offering Period commencing December 16, 2001, any
employee of the Company or of any Participating Subsidiary is eligible to
participate in an Offering Period under this Plan, except the following:



               (i) employees who are not employed fifteen (15) days before the beginning
of such Offering Period; and



               (ii) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock
or hold options to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
any of its Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold options
to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Subsidiaries.



          (c) An individual who provides services to the Company, or any
Participating Subsidiary, as an independent contractor shall not be considered
an “employee” for purposes of this Section 4 or this Plan, and shall not be
eligible to participate in the Plan, except during such periods as the Company
or the Participating Subsidiary, as applicable, is required to withhold U.S.
federal employment taxes for the individual. This exclusion from participation
shall apply even if the individual is reclassified as an employee, rather than
an independent contractor, for any purpose other than U.S. federal employment
tax withholding.



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     5. Offering Dates.


          (a) Prior to the Offering Period commencing June 16, 2001, Offering
Periods shall be of six (6) months duration commencing on December 16 and June
16 of each year and ending on June 15 and December 15 of each year, except for
the first and second Offering Periods under this Plan. The first Offering
Period began on January 1, 1997 and ended on June 30, 1997, and the second
Offering Period began on July 1, 1997 and ended on December 15, 1997.



          (b) Effective with the Offering Period commencing June 16, 2001, Offering
Periods shall be of twelve (12) months duration commencing on December 16 and
June 16 of each year and ending on the following December 15 and June 15. Each
Offering Period shall consist of two six-month Purchase Periods during which
payroll deductions of the Participants are accumulated under this Plan.



          (c) The Board shall have the power to change the duration of Offering
Periods with respect to future offerings without stockholder approval if such
change is announced prior to the scheduled beginning of the first Offering
Period to be affected.



     6. Participation in this Plan. An eligible employee may become a
Participant in an Offering Period on the first Offering Date after satisfying
the eligibility requirements by following the enrollment procedures established
by the Company and enrolling in the Plan by the enrollment deadline established
by the Company before such Offering Date. The enrollment deadline shall be the
same for all eligible employees with respect to a given Offering Period. An
eligible employee who does not timely enroll after becoming eligible to
participate in such Offering Period shall not participate in that Offering
Period or any subsequent Offering Period unless such employee follows the
enrollment procedures established by the Company and enrolls in this Plan by
the enrollment deadline established by the Company before a subsequent Offering
Date. A Participant will automatically participate in each Offering Period
commencing immediately following the last day of the prior Offering Period
unless he or she withdraws or is deemed to withdraw from this Plan or
terminates further participation in the Offering Period as set forth in
Sections 11 or 12 below. A Participant is not required to file any additional
subscription agreement in order to continue participation in this Plan. An
employee may only participate in one Offering Period at a time.


     7. Grant of Option on Enrollment. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such Participant of an option to purchase
on the Purchase Date up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee’s payroll
deduction account during the applicable Purchase Period in such Offering Period
by (b) the lower of (i) eighty-five percent (85%) of the Fair Market Value of a
share of the Company’s Common Stock on the Offering Date (but in no event less
than the par value of a share of the Company’s Common Stock), or (ii)
eighty-five percent (85%) of the Fair Market Value of a share of the Company’s
Common Stock on the Purchase Date (but in no event less than the par value of a
share of the Company’s Common Stock); provided, however, that the number of
shares of the Company’s Common Stock subject to any option granted pursuant to
this Plan shall not exceed the maximum number of shares which may be purchased
pursuant to Sections 10(a), 10(b) or 10(c) below with respect to the applicable
Purchase Period. The fair market value of a share of the Company’s Common
Stock shall be determined as provided in Section 8 hereof.


     8. Purchase Price. The purchase price per share at which a share of
Common Stock will be sold to Participants in any Offering Period shall be
eighty-five percent (85%) of the lesser of:


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          (a) The Fair Market Value on the Offering Date; or



          (b) The Fair Market Value on the Purchase Date;



provided, however, that in no event may the purchase price per share of the
Company’s Common Stock be below the par value per share of the Company’s Common
Stock.


     9. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares.


          (a) The purchase price of the shares is accumulated by regular payroll
deductions made during each Purchase Period in an Offering Period. The
deductions are made as a percentage of the Participant’s compensation in one
percent (1%) increments not less than two percent (2%), nor greater than ten
percent (10%) or such lower limit set by the Committee. Compensation shall
mean base salary and commissions. Payroll deductions shall commence on the
first payday of each Purchase Period and shall end on the last payday that
occurs in such Purchase Period unless sooner altered or terminated as provided
in this Plan.



          (b) A Participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions, in which case the new rate shall become
effective after the Company’s receipt of the authorization in accordance with
the Company’s administrative procedures for the Plan and shall continue for the
remainder of the Offering Period unless changed as described below. Such
change lowering the rate of payroll deductions may be made at any time during
an Offering Period, but not more than one (1) change may be made effective
during any Purchase Period. A Participant who lowers his or her rate of
payroll deduction during a Purchase Period may later request to cease payroll
deductions during the same Purchase Period under Section 9(c) below. A
Participant may increase or decrease the rate of payroll deductions for any
subsequent Offering Period by filing with the Company a new authorization for
payroll deductions before the beginning of such Offering Period by the deadline
established by the Company and in accordance with the Company’s administrative
procedures for the Plan.



          (c) Effective with the Offering Period commencing December 16, 2000, a
participant may reduce his or her payroll deduction rate to zero during an
Offering Period by filing with the Company a request to cease payroll
deductions. Such request shall be effective after the Company’s receipt of the
request in accordance with the Company’s administrative procedures for the Plan
and provided the payroll deduction suspension request is made by the deadline
established by the Company no further payroll deductions will be made for the
duration of the Offering Period. Payroll deductions credited to the
Participant’s account prior to the effective date of the request shall be used
to purchase shares of Common Stock of the Company in accordance with Section
9(e) below. A Participant may not resume making payroll deductions during the
Offering Period in which he or she reduces his or her payroll deduction rate to
zero. Unless the Participant elects to withdraw effective following the
purchase in accordance with Section 11 below, the Participant’s payroll
deductions will automatically restart for the Offering Period that begins
immediately following the Purchase Date at the rate that was in effect before
the Participant filed his or her request to cease payroll deductions.



          (d) All payroll deductions made for a Participant are credited to his or
her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.



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          (e) On each Purchase Date, so long as this Plan remains in effect and
provided that the Participant has not timely submitted a signed and completed
withdrawal form before that date which notifies the Company that the
Participant wishes to withdraw from that Offering Period under this Plan and
have all payroll deductions accumulated in the account maintained on behalf of
the Participant as of that date returned to the Participant, the Company shall
apply the funds then in the Participant’s account to the purchase of whole
shares of Common Stock reserved under the option granted to such Participant
with respect to the Offering Period to the extent that such option is
exercisable on the Purchase Date. The purchase price per share shall be as
specified in Section 8 of this Plan. Effective with the Offering Period
commencing June 16, 2001, any cash remaining in a Participant’s account after
such purchase of shares because the amount is insufficient to purchase a whole
share shall be returned to the Participant, without interest. Prior to the
Offering Period commencing June 16, 2001, any cash remaining in a Participant’s
account after such purchase of shares because the amount is insufficient to
purchase a whole share shall be carried forward, without interest, into the
next Purchase Period. Any cash remaining in a Participant’s account after such
purchase due to the limitations in Section 10 below shall be returned to the
Participant, without interest. Subject to Section 12 below, no Common Stock
shall be purchased on a Purchase Date on behalf of any employee or former
employee whose participation in this Plan has terminated prior to such Purchase
Date.



          (f) As promptly as practicable after the Purchase Date, the Company shall
issue shares representing the shares purchased.



          (g) During a Participant’s lifetime, such Participant’s option to
purchase shares hereunder is exercisable only by him or her. The Participant
will have no interest or voting right in shares covered by his or her option
until such option has been exercised. Shares issued for the benefit of a
Participant under this Plan will be issued to an account in the name of the
Participant or in the name of the Participant and his or her spouse.



     10. Limitations on Shares to be Purchased.


          (a) No Participant shall be entitled to purchase stock under this Plan at
a rate which, when aggregated with his or her rights to purchase stock under
all other employee stock purchase plans of the Company or any Subsidiary,
exceeds $25,000 in fair market value, determined as of the Offering Date (or
such other limit as may be imposed by the Code) for each calendar year in which
the employee is a Participant in this Plan.



          (b) No more than twice the number of shares that the Participant could
have purchased on an Offering Date may be purchased by a Participant on any
single Purchase Date within that Offering Period.



          (c) No Participant shall be entitled to purchase more than the Maximum
Share Amount on any single Purchase Date. Prior to the commencement of any
Offering Period, the Committee may, in its sole discretion, set a Maximum Share
Amount. In no event shall the Maximum Share Amount exceed the amounts
permitted under Section 10(b) above. If a new Maximum Share Amount is set,
then all Participants must be notified of such Maximum Share Amount prior to
the deadline established by the Company to enroll or change the rate of payroll
deductions for the next Offering Period. Once the Maximum Share Amount is set,
it shall continue to apply with respect to all succeeding Offering Periods
unless revised by the Committee as set forth above.



          (d) If the number of shares to be purchased on a Purchase Date by all
Participants exceeds the number of shares then available for issuance under
this Plan, then the Company will make

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a pro rata allocation of the remaining shares in as uniform a manner as shall
be reasonably practicable and as the Committee shall determine to be equitable.
In such event, the Company shall give written notice of such reduction of the
number of shares to be purchased under a Participant’s option to each
Participant affected thereby.



          (e) Any payroll deductions accumulated in a Participant’s account which
are not used to purchase stock due to the limitations in this Section 10 shall
be returned to the Participant as soon as practicable after the end of the
applicable Purchase Period, without interest.



     11. Withdrawal.


          (a) Each Participant may withdraw from an Offering Period under this Plan
by withdrawing from the Plan in accordance to the procedures established by the
Company by the deadline established by the Company for withdrawals.



          (b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn Participant, without interest, and his or
her interest in this Plan shall terminate. In the event a Participant
withdraws from this Plan in accordance with Section 11(a), he or she may not
resume his or her participation in this Plan during the same Offering Period,
but he or she may participate in any Offering Period under this Plan which
commences on a date subsequent to such withdrawal by filing a new authorization
for payroll deductions in the same manner as set forth above in Section 6 for
initial participation in this Plan.



          (c) If the Fair Market Value on the first day of a current Offering
Period in which a Participant is enrolled is higher than the Fair Market Value
on the first day of any subsequent Offering Period, the current Offering Period
will end following the Purchase Date and the Company will automatically enroll
such Participant in the Offering Period that begins immediately following the
Purchase Date. Any funds accumulated in the Participant’s account prior to the
first day of such subsequent Offering Period will be applied to the purchase of
shares on the Purchase Date immediately prior to the first day of such
subsequent Offering Period. A Participant does not need to file any forms with
the Company to automatically be enrolled in the subsequent Offering Period in
accordance with this Section 11(c).



     12. Termination of Employment.


          (a) Effective with the Offering Period commencing December 16, 2001, if a
Participant terminates employment for any reason within ninety (90) days prior
to a Purchase Date, payroll deductions credited to the Participant’s account
prior to the date his or her employment terminates shall be used to purchase
shares of Common Stock of the Company in accordance with Section 9(e) above.
If, however, the Participant or, in the event of the Participant’s death, the
Participant’s legal representative, elects to withdraw from the Plan in
accordance with Section 11 above, payroll deductions credited to the
Participant’s account prior to the date his or her employment terminates shall
be returned to the Participant or, in the case of his or her death, to his or
her legal representative, without interest. If a Participant terminates
employment for any reason more than ninety (90) days prior to a Purchase Date,
payroll deductions credited to the Participant’s account prior to the date his
or her employment terminates shall be returned to him or her or, in the case of
his or her death, to his or her legal representative, without interest.



          (b) Prior to the Offering Period commencing December 16, 2001,
termination of a Participant’s employment for any reason, including retirement,
death or the failure of a Participant to

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remain an eligible employee under Section 4 above, immediately terminates his
or her participation in this Plan. In such event, the payroll deductions
credited to the Participant’s account will be returned to him or her or, in the
case of his or her death, to his or her legal representative, without interest.



          (c) For purposes of this Section 12, an employee will not be deemed to
have terminated employment or failed to remain an eligible employee in the case
of sick leave, military leave, or any other leave of absence approved by the
Committee; provided that such leave is for a period of not more than ninety
(90) days or reemployment upon the expiration of such leave is guaranteed by
contract or statute.



     13. Return of Payroll Deductions. In the event a Participant’s interest
in this Plan is terminated by withdrawal, termination of employment or
otherwise, or in the event this Plan is terminated, the Company shall promptly
deliver to the Participant all payroll deductions credited to such
Participant’s account. No interest shall accrue on the payroll deductions of a
Participant in this Plan.


     14. Capital Changes. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each option
under this Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under this Plan but have
not yet been placed under option, as well as the price per share of Common
Stock covered by each option under this Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of
issued and outstanding shares of Common Stock of the Company resulting from a
stock split or the payment of a stock dividend (but only on the Common Stock)
or any other increase or decrease in the number of issued and outstanding
shares of Common Stock effected without receipt of any consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration”; and provided further, that the price per share of Common Stock
shall not be reduced below its par value per share. Such adjustment shall be
made by the Board, whose determination shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to an option.


     In the event of the proposed dissolution or liquidation of the Company,
each Offering Period will terminate immediately prior to the consummation of
such proposed action and the accrued payroll deductions will be returned to
each Participant without interest, unless otherwise provided by the Board. The
Board may, in the exercise of its sole discretion in such instances, shorten
each Offering Period in progress and establish a new Purchase Date (the
“Special Purchase Date”) upon which the accrued payroll deductions of each
Participant who does not elect to withdraw his or her payroll deductions will
be used to purchase whole shares with any remaining cash balance in a
Participant’s account being returned to such Participant as soon as
administratively practicable following the Special Purchase Date. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger or consolidation of the Company with or into another corporation,
each option under this Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. In the event the successor corporation does not assume
or substitute such options, the Board shall shorten each Offering Period in
progress and establish a Special Purchase Date upon which the accrued payroll
deductions of each Participant who does not elect to withdraw his or her
payroll deductions will be used to purchase whole shares with any remaining
cash balance in a Participant’s account being


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returned to such Participant as soon as administratively practicable following
the Special Purchase Date. The price at which each share may be purchased on
such Special Purchase Date shall be calculated in accordance with Section 8
above as if “Purchase Date” were replaced by “Special Purchase Date”.


     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, or in the event of the Company being consolidated with or merged into
any other corporation; provided, that the price per share of Common Stock shall
not be reduced below its par value per share.


     15. Nonassignability. Neither payroll deductions credited to a
Participant’s account nor any rights with regard to the exercise of an option
or to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.


     16. Reports. Individual accounts will be maintained for each Participant
in this Plan. Each Participant shall receive promptly after the end of each
Offering Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and any cash remaining in the Participant’s account after the shares
are purchased.


     17. Notice of Disposition. Each Participant shall notify the Company if
the Participant disposes of any of the shares purchased in any Offering Period
pursuant to this Plan if such disposition occurs within the Notice Period. The
Company may, at any time during the Notice Period, place a legend or legends on
any certificate representing shares acquired pursuant to this Plan requesting
the Company’s transfer agent to notify the Company of any transfer of the
shares. The obligation of the Participant to provide such notice shall
continue notwithstanding the placement of any such legend on the certificates.


     18. No Rights to Continued Employment. Neither this Plan nor the grant
of any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Subsidiary, or restrict the right of the Company
or any Subsidiary to terminate such employee’s employment.


     19. Equal Rights And Privileges. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an “employee stock purchase plan” within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company or the Board,
be reformed to comply with the requirements of Section 423. This Section 19
shall take precedence over all other provisions in this Plan.


     20. Notices. All notices or other communications by a Participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.


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     21. Term; Stockholder Approval. This Plan became effective October 7,
1996, the date on which it was adopted by the Board and was approved by the
stockholders of the Company, in a manner permitted by applicable corporate law,
within twelve (12) months after the date this Plan was adopted by the Board.
No purchase of shares pursuant to this Plan occurred prior to such stockholder
approval. This Plan shall continue until the earlier to occur of (a)
termination of this Plan by the Board (which termination may be effected by the
Board at any time), (b) issuance of all of the shares of Common Stock reserved
for issuance under this Plan, or (c) ten (10) years from the adoption of this
Plan by the Board.


     22. Death of a Participant.


          (a) Effective with the Offering Period commencing December 16, 2001, in
the event of a Participant’s death, payroll deductions in his or her account
shall, in accordance with Section 12(a) above, and the Participant’s will or
the laws of descent and distribution to the extent consistent with this Plan,
either (i) purchase Shares on the next Purchase Date in accordance with Section
12(a); or (ii) be refunded to the Participant’s legal representative in
accordance with Sections 9(e). Any shares purchased under the Plan on behalf
of a Participant are to be treated in accordance with the Participant’s will or
the laws of descent and distribution.



          (b) Prior to the Offering Period commencing December 16, 2001, a
Participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the Participant’s account under this Plan in
the event of such Participant’s death subsequent to the end of an Offering
Period but prior to delivery to him of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant’s account under this Plan in the event of such
Participant’s death prior to a Purchase Date.) Such designation of beneficiary
may be changed by the Participant at any time by written notice. In the event
of the death of a Participant and in the absence of a beneficiary validly
designated under this Plan who is living at the time of such Participant’s
death, the Company shall deliver such shares or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares or cash to the spouse or to
any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.



     23. Conditions Upon Issuance of Shares; Limitation on Sale of Shares.
Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated quotation
system upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.


     24. Applicable Law. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of California.


     25. Amendment or Termination of this Plan. The Committee may at any time
amend, terminate or extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously


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granted which would adversely affect the right of any Participant.
Notwithstanding the foregoing, the Board must make any amendment that would:


          (a) increase the number of shares that may be issued under this Plan;



          (b) change the designation of the employees (or class of employees)
eligible for participation in this Plan; or



          (c) constitute an amendment for which stockholder approval is required by
any stock exchange or automated quotation system upon which the shares may then
be listed.



Each such amendment, except for an amendment under Section 25(b) above,
requires stockholder approval of the Company to be obtained. Such stockholder
approval must be obtained, in a manner permitted by applicable corporate law,
within twelve (12) months of the adoption of such amendment by the Board .


     26. Definitions.


          (a) “Board” means the Board of Directors of the
Company.



          (b) “Code” means the Internal Revenue Code of 1986,
as amended.



          (c) “Committee” means a committee appointed by the
Board. If two or more members of the Board are Outside
Directors, the Committee will be comprised of at least two (2)
members of the Board, all of whom are Outside Directors. If
no Committee has been established references to the
“Committee” shall mean the Board.



          (d) “Company” means Intuit Inc., a Delaware
corporation.



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



               (i) 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;



               (ii) 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;



               (iii) if such Common Stock is publicly traded but is not
quoted on the Nasdaq National Market or 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



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               (iv) if none of the foregoing is
applicable, by the Board in good faith.



          (f) “Maximum Share Amount” means the maximum number
of shares which may be purchased by any employee at any single
Purchase Date.



          (g) “Notice Period” is the period beginning two (2)
years from the Offering Date and one (1) year from the
Purchase Date on which such shares were purchase.



          (h) “Offering Date” is the first business day of each
Offering Period.



          (i) “Offering Period” means, a twelve-month period
containing two six-month Purchase Periods. Effective prior to
June 16, 2001, the Offering Period was six-months in length
and contained one six-month Purchase Period.



          (j) “Outside Directors” means outside directors
within the meaning of Code Section 162(m).



          (k) “Participating Subsidiaries” means Subsidiaries
that have been designated by the Board from time to time as
eligible to participate in this Plan,



          (l) “Plan” means this Intuit Inc. 1996 Employee Stock
Purchase Plan, as amended from time to time.



          (m) “Parent Corporation” and “Subsidiary”
(collectively, “Subsidiaries”) shall have the same meanings as
“parent corporation” and “subsidiary corporation” in Code
Sections 424(e) and 424(f).



          (n) “Participant” means an employee who meets the
eligibility requirements of Section 4 above and timely enrolls
in the Plan in accordance with Section 6 above.



          (o) “Purchase Date” is the last business day of each
Purchase Period.



          (p) “Purchase Period” means a six-month period during
which payroll deductions are accumulated.



          (q) “Reserves” means (i) the number of shares of
Common Stock covered by each option under this Plan which has
not yet been exercised and (ii) the number of shares of Common
Stock which have been authorized for issuance under this Plan
but have not yet been placed under option.




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