exv10w09



 





Exhibit 10.09

Grant No. ______________



INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Non-Qualified Stock Option

Stephen Bennett Grant



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a stock
option (“Option”), pursuant to the Company’s 2005 Equity Incentive Plan (the
“Plan”), to purchase shares of the Company’s Common Stock, $0.01 par value per
share (“Common Stock”), as described below. This Option is subject to all of
the terms and conditions of the Plan, which is incorporated into this Agreement
by reference. If there is any discrepancy, conflict or omission between this
Agreement and the provisions of the Plan, the provisions of the Plan shall
apply. All capitalized terms in this Agreement that are not defined in the
Agreement have the meanings given to them in the Plan.



	 	 	 
	

	 	Name of Participant:
	

	 	Employee ID:
	

	 	Address:
	 
	 	 
	

	 	Number of Shares:
	

	 	Exercise Price Per Share:
	

	 	Date of Grant:
	

	 	First Vesting Date:
	

	 	Expiration Date:
	

	 	Vesting Schedule:






On your Termination, this Option will cease to vest unless (a) your Termination
occurs due to your death or total disability, as provided in Section 5.6 of the
Plan, in which case the Option will accelerate in full or (b) your Termination
occurs within twelve months following a Corporate Transaction, in which case
the Option will accelerate as to an additional twelve months. Following your
Termination, you may exercise the Option (1) for a period of one year following
the date of your Termination for reasons other than your death or for Cause (as
defined in your July 30, 2003 Employment Agreement); (2) for a period of
eighteen months following the date of your Termination due to your death or if
you die within three months of your Termination; and (3) for a period of ninety
days following your Termination for Cause. Vesting may also be suspended in
accordance with Company policies, as described in Section 5.6 of the Plan.


To exercise this Option, you must follow the exercise procedures established by
the Company, as described in Section 5.5 of the Plan. This Option may be
exercised only with respect to vested shares. Payment of the Exercise Price
for the Shares may be made in cash (by check) and/or, if a public market exists
for the Company’s Common Stock, by means of a Same-Day-Sale Commitment or
Margin Commitment from you and an NASD Dealer (as described in Section 11.1 of
the Plan). Upon exercise of this Option, you understand that the Company may
be required to withhold taxes.


Subject to the exercise procedures established by the Company, the last day
this Option may be exercised is seven years from the Date of Grant which is the
Expiration Date set forth above. If your Termination Date occurs before the
Expiration Date, this Option will expire as to all unvested shares subject to
the Option on your Termination Date. Following your Termination Date, this
Option may be exercised with respect to vested shares during the
post-termination exercise period as provided in Section 5.6 of the Plan. To
the extent this Option is not exercised before the end of the post-termination
exercise period, in accordance with the exercise procedures established by the
Company, the Option will expire as to all shares remaining subject thereto.


This Agreement (including the Plan, which is incorporated by reference)
constitutes the entire agreement between you and the Company with respect to
this Option, and supersedes all prior agreements or promises with respect to
the Option. Except as provided in the Plan, this Agreement may be amended only
by a written document signed by the Company and you. Subject to the terms of
the Plan, the Company may assign any of its rights and obligations under this
Agreement, and this Agreement shall be binding on, and inure to the benefit of,
the successors and assigns of the Company. Subject to the restrictions on
transfer of the Option described in Section 14 of the Plan, this Agreement
shall be binding on your permitted successors and assigns (including heirs,
executors, administrators and legal representatives). All notices required
under this Agreement or the Plan must be mailed or hand-delivered to the
Company or to you at its or your respective addresses set forth in this
Agreement, or at such other address designated in writing by either of the
parties to the other.


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


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


	 	 	 	 	 
	 	INTUIT INC.

2632 Marine Way

Mountain View, California 94043

 	 
	 	By:  	 	 
	 	 	Robert B. Henske, Senior Vice President 	 
	 	 	and Chief Financial Officer