1996 Directors Stock Option Plan



 



EXHIBIT 10.04


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 Amended by the Board on October 9, 2002

And Approved By Stockholders on December 12, 2002

As Amended by the Board on January 30, 2003


     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. 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 1,050,000
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.


     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.


 






 


Intuit Inc.

1996 Directors Stock Option Plan


     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 15,000 Shares
(each such Option referred to as a “Succeeding Grant”).



          6.4 Audit Committee Grants. Each Non-Employee Director who is appointed
as a new member to the Audit Committee after December 12, 2002 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. Each Non-Employee Director who is
appointed as a new member to the Compensation Committee after
December 12, 2002 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”).



          6.6
Nominating & Governance Committee Grants. On December 12,
2002, each Non-Employee Director who is a member of the Nominating & Governance Committee will automatically
be granted an Option for 5,000 Shares. Each Non-Employee Director who is
appointed as a new member to the Nominating & Governance
Committee after December 12, 2002 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 6.6 on
which the Non-Employee Director is a member of the Nominating & Governance
Committee, the Non-Employee Director will automatically be granted another
5,000 Share Option (each such Option referred to as a “Nominating & Governance
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 and become fully vested on the fourth
anniversary of the date of grant, 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 and become fully vested on the second anniversary of the date
of grant, so long as the Non-Employee Director continuously remains a director
or a consultant of the Company.



          (d) Each Audit Committee Grant, each Compensation Committee Grant and each
Nominating & Governance 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 a 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.


     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


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Intuit Inc.

1996 Directors Stock Option Plan


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.



          (c) Modification of Outstanding Options. The Exercise Price of an
outstanding Option may not be reduced without stockholder approval.



     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 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 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 NASD
Dealer irrevocably commits to forward the exercise price directly to the
Company before the Company issues the Shares; (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 NASD Dealer irrevocably
commits to forward the exercise price directly to the Company before the
Company issues the Shares; or (f) by any combination of the foregoing.



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          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 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.


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Intuit Inc.

1996 Directors Stock Option Plan


     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.


     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.



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Intuit Inc.

1996 Directors Stock Option Plan


          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;
	 	 	 
	 	 	
(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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Grant No. ________


INTUIT INC.



1996 DIRECTORS STOCK OPTION PLAN



DIRECTORS NONQUALIFIED INITIAL 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:	 	
45,000
	 	 	


	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 January 30, 2003 (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 as to 25% of
the Shares upon the first anniversary of the Date of Grant and an additional
2.0833% of the Shares each month thereafter, so long as the Optionee
continuously remains a member of the Board of Directors (a “Board Member”) or a
consultant of the Company.


     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 owned by the Optionee for more than six (6) months
(and which have been paid for within the meaning of Securities and Exchange
Commission Rule 144 or were obtained by the Optionee in the open public market)
that have 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
NASD Dealer irrevocably commits to forward the Exercise Price directly to the
Company before the Company issues the Shares; (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 NASD Dealer irrevocably commits to forward the
Exercise Price directly to the Company before the Company issues the shares; 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:	 	 	 	 
	 	 	 	 	




 






 




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
	 	 	

	 	 



 


 


[Acceptance Signature Page to Directors Nonqualified Initial Stock Option Grant]


 






 





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 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 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



 






 



Grant No. _______


INTUIT INC.



1996 DIRECTORS STOCK OPTION PLAN



DIRECTORS NONQUALIFIED SUCCEEDING 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:	 	 
	 	 	


	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 January 30, 2003 (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 as to 50% of
the Shares upon the first anniversary of the Date of Grant and an additional
4.1666% of the Shares each month thereafter, 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 the Optionee for more than
six (6) months (and which have been paid for within the meaning of Securities
and Exchange Commission Rule 144 or were obtained by the Optionee in the open
public market) that have 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 NASD Dealer irrevocably commits to forward the Exercise
Price directly to the Company before the Company issues the Shares; (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 NASD Dealer
irrevocably commits to forward the Exercise Price directly to the Company
before the Company issues the Shares; 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.



-2-






 





          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:	 	 	 	 
	 	 	 	 	




-3-






 




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



-4-






 



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 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



 






 



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 January 30, 2003 (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 Securities and
Exchange Commission Rule 144 or were obtained by the Optionee in the open
public market) that have 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 NASD Dealer irrevocably commits to forward the Exercise
Price directly to the Company before the Company issues the Shares; (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 NASD Dealer
irrevocably commits to forward the Exercise Price directly to the Company
before the Company issues the Shares; 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.



-2-






 





          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:	 	 	 	 
	 	 	 	 	




-3-






 




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



-4-






 



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 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