exv10w04



 





Exhibit 10.04

Award No. 00046130



INTUIT INC. 2002 EQUITY INCENTIVE PLAN

STOCK BONUS AGREEMENT




RESTRICTED STOCK UNITS



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a Stock
Bonus Award (“Award”) pursuant to the Company’s 2002 Equity Incentive Plan (the
“Plan”), for the number of shares of the Company’s Common Stock, $0.01 par
value per share (“Common Stock”) set forth below. This Award 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 Stock Bonus Agreement
(“Agreement”) that are not defined in this Agreement have the meanings given to
them in the Plan.



	 	 	 	 	 	 	 
	

	 	Name of Participant:
	 	Stephen M. Bennett

	 
	

	 	Employee ID:	 	 	 	 
	 
	

	 	Address:	 	 	 	 
	 
	 
	 	 	 	 	 	 
	

	 	Number of Shares:
	 	25,000	 
	 
	

	 	Date of Grant:
	 	July 31, 2004

	 
	

	 	Vesting Date:
	 	July 31, 2007







 Vesting Schedule: You will vest as to all of the shares on the
Vesting Date set forth above, provided you are continuously employed by the
Company through that date.


In the event of your Termination prior to the Vesting Date for any reason,
including but not limited to your resignation or termination by the Company,
you will immediately stop vesting in this Award and this Award will terminate
as to all shares.


 Issuance of Shares under this Award: The Company will only issue you
shares under this Award in which you have vested (“Vested Shares”) in
accordance with the Vesting Schedule provisions set forth above. The Company
will issue you the Vested Shares of the Company’s Common Stock on the Vesting
Date;  provided,  however, that you may make a one-time
election until July 31, 2005 (or, such earlier date, if so required by a change
in the tax law after the Date of Grant) to have the Company issue you the
Vested Shares on date following the Vesting Date, such as the first business
day of the fiscal year following the fiscal year in which you cease to be both
Chief Executive Officer of the Company and a “covered employee”, as defined in
Section 162(m)(3) of the Code. This one-time election must be made in a form
and at a time acceptable to the Company.


 Withholding Taxes at Vesting: Under payroll withholding tax provisions
in effect on the Date of Grant, the vesting of shares under this Award gives
rise to a FICA and Medicare withholding obligation on the part of the Company
calculated with reference to an amount equal to the Fair Market Value of the
shares on the date the shares become Vested Shares. You agree that you will
remit cash to the Company (through payroll deduction or otherwise) in an amount
sufficient to satisfy any withholding obligation of the Company resulting from
the vesting of the shares under this Award. Fair Market Value of the shares
shall be determined in accordance with Section 23(m) of the Plan on the date
that the amount of tax to be withheld is to be determined.


 Withholding Taxes at Issuance of Vested Shares: Under federal and
state income and payroll withholding tax provisions in effect on the Date of
Grant, the issuance of Vested Shares under this Award gives rise to a federal
and state income and employment tax withholding obligation on the part of the
Company calculated with reference to an amount equal to the Fair Market Value
of the Vested Shares on the date the shares are issued to you by the Company.
The Company will withhold from the Vested Shares issued to you a number of
whole shares having a Fair Market Value equal to the minimum amount to be
withheld to satisfy any tax withholding obligation of the Company resulting
from the issuance of the Vested Shares and will transmit the equivalent cash
amount to the applicable taxing authorities. Fair Market Value of the shares
shall be determined in accordance with Section 23(m) of the Plan on the date
that the amount of tax to be withheld is to be determined.


 









 






 Stockholder Rights: You will have no rights as a stockholder until
the Vested Shares are issued to you. After Vested Shares are issued to you,
you will have all the rights of a stockholder with respect to the shares.
Notwithstanding the foregoing, in the event the Company declares dividends for
which the record date occurs after the Date of Grant and prior to the date
Vested Shares are issued to you, the Company will issue you consideration in an
amount the Company determines is equivalent to such declared dividends at the
time the Vested Shares are issued to you.


This Agreement (including the Plan, which is incorporated by reference)
constitutes the entire agreement between you and the Company with respect to
this Award, and supersedes all prior agreements or promises with respect to the
Award. 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 Awards 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.


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


	 	 	 	 	 
	 	INTUIT INC.

2632 Marine Way

Mountain View, California 94043

 	 
	 	By:  	/s/ Robert B. Henske, Chief Financial Officer
 	 
	 	 	Robert B. Henske, Chief Financial Officer 	 
	 	 	 	 
	 




PARTICIPANT’S ACCEPTANCE



I accept this Agreement effective as of the Date of Grant and agree to the
terms and conditions in this Agreement and the Plan. I acknowledge that I have
received a copy of the Plan, and I understand and agree that this Agreement is
not meant to interpret, extend, or change the Plan in any way, or 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