exv10w02



 





Exhibit 10.02




INTUIT INC.

SENIOR EXECUTIVE INCENTIVE PLAN

As Adopted by the Compensation Committee of the Board on October 23, 2007

And Approved by Stockholders on December 14, 2007





	1.	 	Purposes




The Intuit Inc. Senior Executive Incentive Plan is a component of Intuit’s overall strategy to pay
its employees for performance. The purposes of this Plan are to: (A) motivate senior executives by
tying their compensation to performance; (B) reward exceptional performance that supports overall
Intuit objectives; and (C) attract and retain top performing employees.





	2.	 	Definitions





     A. “Award” means any cash incentive payment made under the Plan.



     B. “Code” means the Internal Revenue Code of 1986, as amended.



     C. “Committee” means the Compensation Committee of Intuit’s Board of Directors, or such other
committee designated by that Board of Directors, which is authorized to administer the Plan under
Section 3 hereof. The Committee shall be comprised solely of directors who are outside directors
under Code Section 162(m).



     D. “Intuit” means Intuit Inc. and any corporation or other business entity of which Intuit (i)
directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or
appoint 50% or more of the board of directors or other governing body.



     E. “Senior Executive” means an Intuit employee who holds a position with the title of Senior
Vice President or above.



     F. “Participant” means any Senior Executive to whom an Award is granted under the Plan.



     G. “Plan” means this Plan, which shall be known as the Intuit Senior Executive Incentive Plan.




	3.	 	Administration





     A. The Plan shall be administered by the Committee. The Committee shall have the authority to:



               (i) interpret and determine all questions of policy and expediency pertaining to the Plan;



               (ii) adopt such rules, regulations, agreements and instruments as it deems necessary for its
proper administration;



               (iii) select Senior Executives to receive Awards;



               (iv) determine the terms of Awards;



               (v) determine amounts subject to Awards (within the limits prescribed in the Plan);



               (vi) determine whether Awards will be granted in replacement of or as alternatives to any
other incentive or compensation plan of Intuit or an acquired business unit;



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               (vii) grant waivers of Plan or Award conditions (but with respect to Awards intended to
qualify under Code Section 162(m), only as permitted under that Section);



               (viii) accelerate the payment of Awards (but with respect to Awards intended to qualify under
Code Section 162(m), only as permitted under that Section);



               (ix) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any
Award or any Award notice;



               (x) take any and all other actions it deems necessary or advisable for the proper
administration of the Plan;



               (xi) adopt such Plan procedures, regulations, subplans and the like as it deems are necessary
to enable Senior Executives to receive Awards; and



               (xii) amend the Plan at any time and from time to time, provided however that no amendment to
the Plan shall be effective unless approved by Intuit’s stockholders, to the extent such
stockholder approval is required under Code Section 162(m) with respect to Awards which are
intended to qualify under that Section.



     B. The Committee may delegate its authority to grant and administer Awards to a separate
committee; however, only the Committee may grant and administer Awards which are intended to
qualify as performance-based compensation under Code Section 162(m).




	4.	 	Eligibility




Only Senior Executives designated by the Committee as eligible may become Participants in the Plan.





	5.	 	Performance Goals





     A. The Committee shall establish performance goals applicable to a particular fiscal year (or
performance period) prior to its start, provided, however, that such goals may be established after
the start of the fiscal year (or performance period) but while the outcome of the performance goal
is substantially uncertain if such a method of establishing performance goals is permitted under
proposed or final regulations issued under Code Section 162(m).



     B. Each performance goal applicable to a fiscal year (or performance period) shall be one or
more of the following performance criteria, either individually, alternatively or in any
combination, applied to either Intuit as a whole or to a business unit or subsidiary, either
individually, alternatively or in any combination, and measured on an absolute basis or relative to
a pre-established target, to previous years’ results or to a designated comparison group, in each
case as specified by the Committee::




	 	•	 	Net income
	 
	 	•	 	Stockholder return
	 
	 	•	 	Earnings per share
	 
	 	•	 	Revenue
	 
	 	•	 	Return on investment
	 
	 	•	 	Revenue growth
	 
	 	•	 	Operating income
	 
	 	•	 	Market share
	 
	 	•	 	Strategic positioning
	 
	 	•	 	Return on net assets programs




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	 	•	 	Return on equity
	 
	 	•	 	Cash flow
	 
	 	•	 	New product releases
	 
	 	•	 	Employee productivity and satisfaction metrics





     C. The Committee shall determine the target level of performance that must be achieved with
respect to each criterion that is identified in a performance goal in order for a performance goal
to be treated as attained.



     D. The Committee shall base performance goals on one or more of the foregoing business
criteria. In the event performance goals are based on more than one business criterion, the
Committee may determine to make Awards upon attainment of the performance goal relating to any one
or more of such criteria, provided the performance goals, when established, are stated as
alternatives to one another at the time the performance goal is established.



     E. As soon as reasonably practicable following the conclusion of each fiscal year (or
performance period), the Committee shall certify, in writing, if and the extent to which the
performance goal or goals have been satisfied as and to the extent required by Code Section 162(m).




	6.	 	Awards





     A. Awards may be made on the basis of Intuit and/or business unit performance goals and
formulas determined by the Committee. During any Intuit fiscal year, no Participant shall receive
an Award of more $5,000,000.



     B. The Committee, in its discretion, may reduce or eliminate a Participant’s Award at any time
before it is paid, whether or not calculated on the basis of pre-established performance goals or
formulas.



     C. The payment of an Award requires that the Participant be an active employee and on Intuit’s
payroll on the day the Award is paid to receive any portion of the Award. The Committee may make
exceptions to this requirement in the case of retirement, death or disability, or in the case of a
corporate change in control as determined by the Committee in its sole discretion.



     D. Intuit shall withhold all applicable federal, state, local and foreign taxes required by
law to be paid or withheld relating to the receipt or payment of any Award.




	7.	 	General





     A. The Plan shall become effective as of October 23, 2007, contingent upon stockholder
approval of the Plan.



     B. Any rights of a Participant under the Plan shall not be assignable by such Participant, by
operation of law or otherwise, except by will or the laws of descent and distribution. No
Participant may create a lien on any funds or rights to which he or she may have an interest under
the Plan, or which is held by Intuit for the account of the Participant under the Plan.



     C. Participation in the Plan shall not give any Senior Executive any right to remain in
Intuit’s employ. Further, the adoption of this Plan shall not be deemed to give any Senior
Executive or other individual the right to be selected as a Participant or to be granted an Award.



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     D. To the extent any person acquires a right to receive payments from Intuit under this Plan,
such rights shall be no greater than the rights of an unsecured creditor of Intuit’s.



     E. The Plan shall be governed by and construed in accordance with the laws of the State of
California.



     F. The Board may amend or terminate the Plan (i) at any time and for any reason subject to
stockholder approval and (ii) at any time and for any reason if and to the extent the Plan’s
qualification under Code Section 162(m) would not be adversely affected.




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