exv10w03



 





Exhibit 10.03

Grant No. 00046129



INTUIT INC. 2002 PLAN OPTION GRANT AGREEMENT



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a stock
option (“Option”), pursuant to the Company’s 2002 Equity Incentive Plan, as
amended through July 30, 2003 (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. 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:	 	Stephen M. Bennett
	 
	 	Employee ID:	 	 
	 
	 	Address:	 	 
	 
	 	 	 	 
	 
	 	Number of Shares:	 	225,000
	 
	 	Type of Option:	 	Non-qualified Stock Option
	 
	 	Exercise Price Per Share:	 	$37.4400
	 
	 	Date of Grant:	 	07/31/2004
	 
	 	First Vesting Date:	 	07/31/2005
	 
	 	Expiration Date:	 	07/30/2011
	 
	 	Vesting Schedule:	 	
So long as you are providing services to the Company, 33 1/3% of the Shares will vest on the First Vesting Date; then 2.778% of
the Shares will vest on each monthly anniversary of the First Vesting
Date until 100% vested.  On your Termination, the Option will cease to
vest unless (a) your Termination occurs due to your death or Total
Disability, 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 8.1 of
the Plan). Upon exercise of this Option, you understand that the Company may
be required to withhold taxes.


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 11 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 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:  	/s/ ROBERT B. HENSKE
 	 
	 	 	Robert B. Henske, Senior Vice President 	 
	 	 	and Chief Financial Officer 	 
	 





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PARTICIPANT’S ACCEPTANCE



I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Company’s 2002
Equity Incentive Plan, and I understand and agree that this Agreement is not
meant to interpret, extend, or change the Plan in any way, nor to represent the
full terms of the Plan. If there is any discrepancy, conflict or omission
between this Agreement and the provisions of the Plan as interpreted by the
Company, the provisions of the Plan shall apply.



      



Signed: /s/ STEPHEN M. BENNETT




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