exv10w12



 




Exhibit 10.12


Grant No.                    


INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Non-Qualified Stock Option

Non-Employee Director – Committee Grant


Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a stock
option (“Option”), pursuant to Section 10 of 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:       	
	      Address:       	






		
	      Number of Shares:       	5,000
	      Exercise Price Per Share:       	
	      Date of Grant:       	
	      First Vesting Date:       	
	      Expiration Date:       	
	      Vesting Schedule:       	This Option shall become exercisable as it vests over one
year from the Date of Grant as to 8.333% of the Shares each month
following the Date of Grant, so long as you continuously remain a
director or a consultant of the Company. On the date you cease to be a
member of the Board or a consultant of the Company (your “Termination
Date”), this Option will either cease to vest or, if you become totally
disabled or die as provided in Section 10.7(d) of the Plan, accelerate
in full.




This Option may be exercised only with respect to vested shares and in
accordance with the Company’s stock option exercise procedures. Payment of the
Exercise Price for the Shares may be made in cash (by check) and/or, for so
long as 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).



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 10.10 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.
Notwithstanding the foregoing, in the event of a Corporate Transaction, the
vesting of this Option will accelerate and become exercisable in full prior to
the consummation of such event at such time and on such conditions as the
Committee determines, and if this Option is not exercised on or prior to the
consummation of the Corporate Transaction, it will terminate.



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 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