exv10w01






Exhibit 10.01




Award No. «GrantNumber»




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(MSPP Matching Award)



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a restricted stock unit
award (“Award”) pursuant to the Company’s 2005 Equity Incentive Plan (the “2005 Plan”) and the
Management Stock Purchase Program (the “MSPP”) adopted under the 2005 Plan, for the number of
shares of the Company’s Common Stock, $0.01 par value per share (“Common Stock”) set forth below.
All capitalized terms in this Grant Agreement (“Agreement”) that are not defined in this Agreement
have the meanings given to them in the MSPP or the 2005 Plan. This Award is subject to all of the
terms and conditions of the MSPP and the 2005 Plan, each of which is incorporated into this
Agreement by reference. This Agreement is not meant to interpret, extend, or change the MSPP or the
2005 Plan in any way, or to represent the full terms of the MSPP or the 2005 Plan. If there is any
discrepancy, conflict or omission between this Agreement and the provisions of either the MSPP or
the 2005 Plan, the provisions of the MSPP and/or the 2005 Plan, as applicable, shall apply.




Name of Participant:

Employee ID:

Address:

Number of Shares:

Date of Grant:

Vesting Date:



Subject to the forfeiture provisions set forth in this Agreement, this Award will vest as to 100%
of the Number of Shares on the Vesting Date set forth above, provided you have not Terminated prior
to that date.





	1.	 	In the event of your Termination prior to the Vesting Date, the
following provisions will govern the vesting of this Award:






	 	(a)	 	Termination Generally: In
the event of your
Termination prior to the
Vesting Date for any reason
other than as expressly set
forth in the other
subsections of this Section
1 of the Agreement, this
Award will terminate
without having vested as to
any of the shares subject
to this Award and you will
have no right or claim to
anything under this Award.
	 
	 	(b)	 	Termination due to
Retirement: In the event of
your Termination prior to
the Vesting Date due to
your Retirement, you will
vest pro-rata in a
percentage of the Number of
Shares equal to your number
of full months of service
since the Date of Grant
divided by thirty-six
months, rounded down to the
nearest whole share of
Intuit Common Stock, and
the Vesting Date under this
Agreement will be your
Termination Date. For
purposes of this Award,
Retirement means the
Termination of your
employment with the Company
after you have reached age
fifty-five (55) and
completed five (5) full
years of service with the
Company (including any
Parent or Subsidiary).
	 
	 	(c)	 	Termination due to Death or
Total Disability: In the
event of your Termination
prior to the Vesting Date
due to your death or Total
Disability after you have
been actively employed by
the Company for one year or
more, this Award will vest
in full, and the Vesting
Date under this Agreement
will be your Termination
Date. For purposes of this
Award, Total Disability is
defined in Section 5.6(a)
of the 2005 Plan.
	 
	 	(d)	 	Termination on or Within
One Year Following
Corporate Transaction: In
the event of your
Termination by the Company
or its successor, prior to
the Vesting Date, but on or
within one year following
the date of a Corporate
Transaction, you will vest
pro-rata in a percentage of
the Number of Shares equal
to your number of full
months of service since the
Date of Grant divided by
thirty-six months, rounded
down to the nearest whole
share of Intuit Common
Stock, and the Vesting Date
under this Agreement will
be your Termination Date.
For purposes of this Award,




 









 






	 	 	 	Corporate Transaction is
defined in Section 26(h) of
the 2005 Plan.






	2.	 	Issuance of Shares under this Award: The Company will issue
you the Shares subject to this Award on the Vesting Date
except that when required by Section 409A of the Code
issuance shall be on the date of your “separation from
service” (as defined in Treas. Reg. 1.409A-1(h)). Until the
date the shares are issued to you, you will have no rights
as a stockholder of the Company. Notwithstanding anything
herein to the contrary, in the event that the Vesting Date
occurs as a result of your Termination for any reason other
than death or “disability” (as such term is defined under
Section 409A of the Code), and the Company determines that
as of such Vesting Date you are a “specified employee” (as
such term is defined under Section 409A of the Code), any
Shares that would otherwise be issued to you on such Vesting
Date will not be issued to you until the date that is six
months following the Termination Date (or such earlier time
permitted under Section 409A of the Code without the
imposition of any accelerated or additional taxes under
Section 409A of the Code).
	 
	3.	 	Withholding Taxes: This Award is generally taxable for
purposes of United States federal income and employment
taxes upon vesting based on the Fair Market Value on Vesting
Date. To the extent required by applicable federal, state or
other law, you shall make arrangements satisfactory to the
Company for the payment and satisfaction of any income tax,
social security tax, payroll tax, payment on account or
other tax related to withholding obligations that arise
under this Award and, if applicable, any sale of Shares of
the Common Stock. The Company shall not be required to issue
shares of the Common Stock pursuant to this Award or to
recognize any purported transfer of shares of the Common
Stock until such obligations are satisfied. Unless otherwise
agreed to by the Company and you, these obligations will be
satisfied by the Company withholding a number of shares of
Common Stock that would otherwise be issued under this Award
that the Company determines has a Fair Market Value
sufficient to meet the tax withholding obligations. For
purposes of this Award, Fair Market Value is defined in
Section 26(n) of the 2005 Plan.
	 
	 	 	You are ultimately liable and responsible for all taxes owed
by you in connection with this Award, regardless of any
action the Company takes or any transaction pursuant to this
section with respect to any tax withholding obligations that
arise in connection with this Award. The Company makes no
representation or undertaking regarding the treatment of any
tax withholding in connection with the grant, issuance,
vesting or settlement of this Award or the subsequent sale
of any of the shares of Common Stock underlying the shares
that vest. The Company does not commit and is under no
obligation to structure this Award to reduce or eliminate
your tax liability.
	 
	4.	 	Disputes: Any question concerning the interpretation of this
Agreement, any adjustments to made thereunder, and any
controversy that may arise under this Agreement, shall be
determined by the Committee in accordance with its authority
under Section 4 of the 2005 Plan and Section 7 of the MSPP.
Such decision by the Committee shall be final and binding.
	 
	5.	 	Other Matters:






	 	(a)	 	The Award granted to an
employee in any one year,
or at any time, does not
obligate the Company or any
subsidiary or other
affiliate of the Company to
grant an award in any
future year or in any given
amount and should not
create an expectation that
the Company (or any
subsidiary or other
affiliate) might grant an
award in any future year or
in any given amount.
	 
	 	(b)	 	Nothing contained in this
Agreement creates or
implies an employment
contract or term of
employment or any promise
of specific treatment upon
which you may rely.
	 
	 	(c)	 	Notwithstanding anything to
the contrary in this
Agreement, the Company may
reduce your Award if you
change classification from
a full-time employee to a
part-time employee.
	 
	 	(d)	 	This Award is not part of
your employment contract
(if any) with the Company,
your salary, your normal or
expected compensation, or
other remuneration for any
purposes, including for
purposes of computing
benefits, severance pay or
other termination
compensation or indemnity.
	 
	 	(e)	 	Because this Agreement
relates to terms and
conditions under which you
may be issued shares of
Common Stock of Intuit
Inc., a Delaware
corporation, an essential
term of this Agreement is
that it shall be governed
by the laws of the State of
Delaware, without regard to
choice of law principles 




 









 






	 	 	 	of Delaware or other
jurisdictions. Any action,
suit, or proceeding
relating to this Agreement
or the Award granted
hereunder shall be brought
in the state or federal
courts of competent
jurisdiction in Santa Clara
County in the State of
California.




This Agreement (including the MSPP and the 2005 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
MSPP and/or the 2005 Plan, this Agreement may be amended only by a written document signed by the
Company and you. Subject to the terms of the MSPP and the 2005 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 an Award described in Section 14 of the 2005 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 MSPP or the 2005 Plan must be
mailed or hand-delivered, (1) in the case of the Company, to the Company at its address set forth
in this Agreement, or at such other address designated in writing by the Company to you, and (2) in
the case of you, at the address recorded in the books and records of the Company as your then
current home address.



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




	 	 	 	 	 
	 	INTUIT INC.

2632 Marine Way

Mountain View, California 94043

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



Award No. «GrantNumber»




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(Performance-Based Vesting)



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a restricted stock unit
award (“Award”) pursuant to the Company’s 2005 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. All capitalized terms in this Grant Agreement (“Agreement”) that are not defined in this
Agreement have the meanings given to them in the Plan. This Award is subject to all of the terms
and conditions of the Plan, which is incorporated into this Agreement by reference. 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, the provisions of the Plan shall apply.




Name of Participant:

Employee ID:

Address:

Number of Shares:

Date of Grant:

Vesting Date:



Performance Goals to Begin Time-Based Vesting: The (1) net revenue growth and (2) operating
income growth targets, attached hereto on Exhibit A (the “Performance Goals”) must be
achieved between                      and                      and certified by the Compensation and Organizational
Development Committee (the “Committee”) in order for the Time-Based Vesting described below to
commence. The Committee will make such certification as soon as reasonably possible. If the
Committee determines that the Performance Goals were not met by                      this Award shall
terminate upon the date of such determination.



Time-Based Vesting Once Performance Factor Goals Are Met: If the above Performance Goals
are met, this Award will vest as to 100% of the Number of Shares on the Vesting Date set forth
above, provided you have not Terminated through those respective dates.





	1.	 	In the event of your Termination prior to the Vesting Date, the following provisions will
govern the vesting of this Award:






	 	(a)	 	Termination Generally: In the event of your Termination prior to
the Vesting Date for any reason other than as expressly set forth in the other
subsections of this Section 1 of the Agreement, this Award will terminate without
having vested as to any of the shares subject to this Award and you will have no right
or claim to anything under this Award.
	 
	 	(b)	 	Termination due to Retirement: In the event of your Termination
prior to the Vesting Date due to your Retirement, you will be vested pro-rata in a
percentage equal to your number of full months of service since the Date of Grant
divided by thirty-six months times the Number of Shares and the Vesting Date under
this Agreement will be your Termination Date. For purposes of this Award, Retirement
means the Termination of your employment with the Company after you have reached age
fifty-five (55) and completed ten full years of consecutive service with the Company
(including any Parent or Subsidiary).
	 
	 	(c)	 	Termination due to Death or Total Disability: In the event of your
Termination prior to the Vesting Date due to your death or Total Disability after you
have been actively employed by the Company for one year or more, this Award will vest
as to 100% of the Number of the Shares on your Termination Date, and the Vesting Date
under this Agreement will be your Termination Date. For purposes of this Award, Total
Disability is defined in Section 5.6(a) of the Plan.




 









 






	 	(d)	 	Termination on or Within One Year Following Corporate Transaction: In
the event of your Termination by the Company or its successor, prior to the Vesting
Date, but on or within one year following the date of a Corporate Transaction, you
will vest pro-rata in a percentage of the Number of Shares equal to your number of
full months of service since the Date of Grant divided by thirty-six months, rounded
down to the nearest whole share of Intuit Common Stock, and the Vesting Date under
this Agreement will be your Termination Date. For purposes of this Award, Corporate
Transaction is defined in Section 26(h) of the Plan.
	 
	 	(e)	 	Termination due to Involuntary Termination: In the event of your
Termination prior to the Vesting Date due to your Involuntary Termination, you will
vest pro-rata in a percentage of the Number of Shares equal to your number of full
months of service since the Date of Grant divided by thirty-six months, rounded down
to the nearest whole share of Intuit Common Stock, and the Vesting Date under this
Agreement will be your Termination Date. For purposes of this Award, Involuntary
Termination means the Termination of your employment with the Company on account of
your resignation within sixty (60) days after the occurrence any of the following
events without your consent, (i) a material reduction in your duties that is
inconsistent with your position at the time of the Date of Grant, (ii) any reduction
in your base annual salary or target annual bonus (other than in connection with a
general decrease in the salary or target bonuses for all officers of Intuit), or
(iii) a requirement by Intuit that you relocate your principal office to a facility
more than 50 miles from your principal office on the Date of Grant; provided however,
that with regard to (i) through (iii) you must provide Intuit with written notice of
its obligations hereunder and opportunity to cure within 15 days.






	2.	 	Issuance of Shares under this Award: The Company will issue you the Shares subject
to this Award on the Vesting Date, except in the event of vesting due to Involuntary
Termination as noted in Section 1(b), (d) and (e), above. In the event of the issuance of
Shares pursuant to Section 1(b), (d) and (e), such issuance will occur no earlier than six
months and one day after the date of your “separation from
service” (as defined in Treas. Reg. 1.409A-1(h)) with Intuit, except when permitted by
Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and/or other
interpretive authority thereunder. Until the date the shares are issued to you, you will have
no rights as a stockholder of the Company.






	3.	 	Withholding Taxes: This Award is generally taxable for purposes of United States
federal income and employment taxes upon vesting based on the Fair Market Value on Vesting
Date. To the extent required by applicable federal, state or other law, you shall make
arrangements satisfactory to the Company for the payment and satisfaction of any income tax,
social security tax, payroll tax, payment on account or other tax related to withholding
obligations that arise under this Award and, if applicable, any sale of Shares of the Common
Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this
Award or to recognize any purported transfer of shares of the Common Stock until such
obligations are satisfied. Unless otherwise agreed to by the Company and you, these
obligations will be satisfied by the Company withholding a number of shares of Common Stock
that would otherwise be issued under this Award that the Company determines has a Fair Market
Value sufficient to meet the tax withholding obligations. For purposes of this Award, Fair
Market Value is defined in Section 26(n) of the Plan.
	 
	 	 	You are ultimately liable and responsible for all taxes owed by you in connection with this
Award, regardless of any action the Company takes or any transaction pursuant to this section
with respect to any tax withholding obligations that arise in connection with this Award. The
Company makes no representation or undertaking regarding the treatment of any tax withholding
in connection with the grant, issuance, vesting or settlement of this Award or the subsequent
sale of any of the shares of Common Stock underlying the shares that vest. The Company does not
commit and is under no obligation to structure this Award to reduce or eliminate your tax
liability.






	4.	 	Disputes: Any question concerning the interpretation of this Agreement, any
adjustments to made thereunder, and any controversy that may arise under this Agreement, shall
be determined by the




 









 






	 	 	Committee in accordance with its authority under Section 4 of the Plan. Such decision by the
Committee shall be final and binding.






	5.	 	Other Matters:






	 	(a)	 	The Award granted to an employee in any one year, or at any time, does not
obligate the Company or any subsidiary or other affiliate of the Company to grant an
award in any future year or in any given amount and should not create an expectation
that the Company (or any subsidiary or other affiliate) might grant an award in any
future year or in any given amount.
	 
	 	(b)	 	Nothing contained in this Agreement creates or implies an employment
contract or term of employment or any promise of specific treatment upon which you may
rely.
	 
	 	(c)	 	Notwithstanding anything to the contrary in this Agreement, the Company may
reduce your Award if you change classification from a full-time employee to a
part-time employee.
	 
	 	(d)	 	This Award is not part of your employment contract (if any) with the
Company, your salary, your normal or expected compensation, or other renumeration for
any purposes, including for purposes of computing benefits, severance pay or other
termination compensation or indemnity.
	 
	 	(e)	 	Because this Agreement relates to terms and conditions under which you may
be issued shares of Common Stock of Intuit Inc., a Delaware corporation, an essential
term of this Agreement is that it shall be governed by the laws of the State of
Delaware, without regard to choice of law principles of Delaware or other
jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award
granted hereunder shall be brought in the state or federal courts of competent
jurisdiction in Santa Clara County in the State of California.




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 an Award 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, (1) in the case of the Company, to the Company at its
address set forth in this Agreement, or at such other address designated in writing by the Company
to you, and (2) in the case of you, at the address recorded in the books and records of the Company
as your then current home address.



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




	 	 	 	 	 
	 	INTUIT INC.

2632 Marine Way

Mountain View, California 94043

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



Award No. [                    ]




HOMESTEAD TECHNOLOGIES INC. 2006 EQUITY INCENTIVE PLAN AWARD AGREEMENT

Restricted Stock Unit

(Service-Based Vesting)



Homestead Technologies Inc., a Delaware corporation (the “Company”), hereby grants you a Restricted
Stock Unit Award (“Award”) pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), for
the number of shares of the Company’s Common Stock set forth below. All capitalized terms in this
Award agreement (“Agreement”) that are not defined in this Agreement have the meanings given to
them in the Plan. This Award is subject to all of the terms and conditions of the Plan, which is
incorporated into this Agreement by reference. 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, the
provisions of the Plan shall apply.




	 	 	 	 	 
	Name of Participant:

	 	 	 	 
	Number of Shares:
	 	 	 	 
	Date of Grant:
	 	 	 	 
	First Vesting Date:
	 	 	 	 
	 

	 	 	 	 
	Second Vesting Date:
	 	 	 	 
	 

	 	 	 	 




Subject to the forfeiture provisions set forth in this Agreement, this Award will vest as to 50% of
the Number of Shares on the First Vesting Date set forth above and as to 50% of the Number of
Shares on the Second Vesting Date set forth above, provided your Continuous Service has not
terminated through those respective dates.





	1.	 	In the event of your termination of Continuous Service prior to a
Vesting Date, the following provisions will govern the vesting of
this Award:






	 	(a)	 	In General: In the
event of your
termination of
Continuous Service
prior to a Vesting Date
for any reason other
than as expressly set
forth in the other
subsections of this
Section 1 of the
Agreement, the portion
of the Award that has
not vested will be
forfeited without
consideration upon your
termination of
Continuous Service and
you will have no right
or claim to such
forfeited portion.
	 
	 	(b)	 	Termination of
Continuous Service due
to Retirement: In the
event of your
termination of
Continuous Service
prior to a Vesting Date
due to your Retirement,
you will be vested, in
the aggregate
(including any
previously vested shares), in that
percentage of the
Number of Shares equal
to your number of full
months of service since
the Date of Grant
divided by twenty-four
months, rounded down to
the nearest whole share
of Company Common
Stock, with such
vesting effective as of
the date of your
termination of
Continuous Service. For
purposes of this Award,
Retirement means the
termination of
Continuous Service of
your employment with
the Company after you
have reached age
fifty-five (55) and
completed ten full
years of service with
the Company (including
any Affiliate).
	 
	 	(c)	 	Termination of
Continuous Service due
to Death or Disability:
In the event of your
termination of
Continuous Service
prior to a Vesting Date
due to your death or
Disability after you
have been actively
employed by the Company
for one year or more,
this Award will vest as
to 100% of the Number
of the Shares on the
date of your
termination of
Continuous Service,
effective as of the
date of your
termination of
Continuous Service.
	 
	 	(d)	 	Termination of
Continuous Service on
or Within One Year
Following Corporate
Transaction: In the
event of your
termination of
Continuous Service by
the Company or its
successor, prior to a
Vesting Date, but on or
within one year
following the date of a
Corporate Transaction
other than the proposed
acquisition of the
Company by Intuit Inc.
pursuant to the
Agreement and Plan of
Merger dated November
20, 2007, you will be
vested, in the
aggregate (including
any previously vested shares), in that
percentage of the
Number of Shares equal
to your number of full
months of service since
the Date of Grant
divided by twenty-four
months, rounded down to
the nearest whole share
of Company Common
Stock, with such
vesting effective as of
the date of your
termination 




 









 






	 	 	 	of Continuous Service.






	2.	 	Issuance of Shares of Common Stock under this Award: The Company will
issue you the applicable Number of Shares of Common Stock subject to
this Award on each Vesting Date, subject, however, to the
satisfaction of any applicable withholding taxes (as provided below).
Notwithstanding the foregoing, in the event that the Company
determines that any shares are scheduled to be issued on a day (the
“Original Issuance Date”) on which the issuance of the shares would
be a violation of applicable law, as determined by the Company, then
such shares will not be issued on such Original Issuance Date and
will instead be issued on the first date thereafter on which the
issuance of the shares would not be a violation of applicable law;
provided, however, that, except as otherwise permitted under, or
required for compliance with, Section 409A of the Code, in no event
will the date of issuance be later than (a) the 15th day of the third
month following the end of the Company’s first taxable year in which
the applicable Vesting Date occurs or (b) the 15th day of the third
month following the end of your first taxable year in which the
applicable Vesting Date occurs. With respect to vesting due to 1(b)
or 1(d) above, issuance of the applicable Number of Shares of Common
Stock subject to this Award shall not occur before the date of your
“separation from service” (as defined in Treas. Reg. 1.409A-1(h))
with Intuit (provided that if you are a “specified employee” (as such
term is defined under Section 409A of the Code), then Shares will not
be issued to you until the date that is six months thereafter (or
such earlier time permitted under Section 409A of the Code without
the imposition of any accelerated or additional taxes under
Section 409A of the Code)). Until the date the shares are issued to
you, you will have no rights as a stockholder of the Company.
	 
	3.	 	Withholding Taxes: This Award is generally taxable for purposes of
United States federal income and employment taxes upon the vesting
and/or issuance the shares of Common Stock based on the Fair Market
Value at such time(s). To the extent required by applicable federal,
state or other law, you shall make arrangements satisfactory to the
Company for the payment and satisfaction of any income tax, social
security tax, payroll tax, payment on account or other tax related to
withholding obligations that arise under this Award and, if
applicable, any sale of shares of the Common Stock. The Company shall
not be required to issue shares of the Common Stock pursuant to this
Award or to recognize any purported transfer of shares of the Common
Stock until such obligations are satisfied. Unless otherwise agreed
to by the Company and you, the minimum statutory tax obligations will
be satisfied by the Company withholding a number of shares of Common
Stock that would otherwise be issued under this Award that the
Company determines has a Fair Market Value sufficient to meet the
minimum statutory tax withholding obligations.
	 
	 	 	You are ultimately liable and responsible for all taxes owed by you
in connection with this Award, regardless of any action the Company
takes or any transaction pursuant to this section with respect to any
tax withholding obligations that arise in connection with this Award.
The Company makes no representation or undertaking regarding the
treatment of any tax withholding in connection with the grant,
issuance, vesting or settlement of this Award or the subsequent sale
of any of the shares of Common Stock underlying the shares that vest.
The Company does not commit and is under no obligation to structure
this Award to reduce or eliminate your tax liability.
	 
	4.	 	Disputes: Any question concerning the interpretation of this
Agreement, any adjustments to made thereunder, and any controversy
that may arise under this Agreement, shall be determined by the
Committee in accordance with its authority under the Plan. Such
decision by the Committee shall be final and binding.
	 
	5.	 	Other Matters:






	 	(a)	 	The Award granted to an Employee in any
one year, or at any time, does not
obligate the Company or any Affiliate
to grant an award in any future year or
in any given amount and should not
create an expectation that the Company
(or any Affiliate) might grant an award
in any future year or in any given
amount.
	 
	 	(b)	 	Nothing contained in this Agreement
creates or implies an employment
contract or term of employment or any
promise of specific treatment upon
which you may rely.




 









 






	 	(c)	 	Notwithstanding anything to the
contrary in this Agreement, the Company
may proportionately slow the rate of
vesting of your Award (through the
extension of the applicable Vesting
Dates) if you change classification
from a full-time Employee to a
part-time Employee.
	 
	 	(d)	 	This Award is not part of your
employment contract (if any) with the
Company, your salary, your normal or
expected compensation, or other
renumeration for any purposes,
including for purposes of computing
benefits, cash severance pay or other
termination compensation or indemnity.
	 
	 	(e)	 	Because this Agreement relates to terms
and conditions under which you may be
issued shares of the Company’s Common
Stock, an essential term of this
Agreement is that it shall be governed
by the laws of the State of Delaware,
without regard to choice of law
principles of Delaware or other
jurisdictions. Any action, suit, or
proceeding relating to this Agreement
or the Award granted hereunder shall be
brought in the state or federal courts
of competent jurisdiction in Santa
Clara County in the State of
California.




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 an Award described in 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, (1) in the case of the Company, to the Company at its address set
forth in this Agreement, or at such other address designated in writing by the Company to you, and
(2) in the case of you, at the address recorded in the books and records of the Company as your
then current home address.



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




	 	 	 	 	 
	 	



HOMESTEAD TECHNOLOGIES INC.

3375 Edison Way

Menlo Park, California 94025

 	 
	 	By:  	


 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



Award No. «GrantNumber»




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(Service-Based Vesting)



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a restricted stock unit
award (“Award”) pursuant to the Company’s 2005 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. All capitalized terms in this Grant Agreement (“Agreement”) that are not defined in this
Agreement have the meanings given to them in the Plan. This Award is subject to all of the terms
and conditions of the Plan, which is incorporated into this Agreement by reference. 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, the provisions of the Plan shall apply.




Name of Participant:

Employee ID:

Address:

Number of Shares:

Date of Grant:

First Vesting Date:

Second Vesting Date:



Subject to the forfeiture provisions set forth in this Agreement, this Award will vest as to 50% of
the Number of Shares on the First Vesting Date set forth above and as to 50% of the Number of
Shares on the Second Vesting Date set forth above, provided you have not Terminated through those
respective dates.





	1.	 	In the event of your Termination prior to the Vesting Date, the following provisions will
govern the vesting of this Award:






	 	(a)	 	Termination Generally: In the event of your Termination prior to
the Vesting Date for any reason other than as expressly set forth in the other
subsections of this Section 1 of the Agreement, this Award will terminate without
having vested as to any of the shares subject to this Award and you will have no right
or claim to anything under this Award.
	 
	 	(b)	 	Termination due to Retirement: In the event of your Termination
prior to the Vesting Date due to your Retirement, you will be vested pro-rata in a
percentage equal to your number of full months of service since the Date of Grant
divided by thirty-six months times the Number of Shares, minus any shares previously
vested, rounded down to the nearest whole share of Intuit Common Stock, and the
Vesting Date under this Agreement will be your Termination Date. For purposes of this
Award, Retirement means the Termination of your employment with the Company after you
have reached age fifty-five (55) and completed ten full years of service with the
Company (including any Parent or Subsidiary).
	 
	 	(c)	 	Termination due to Death or Total Disability: In the event of your
Termination prior to the Vesting Date due to your death or Total Disability after you
have been actively employed by the Company for one year or more, this Award will vest
as to 100% of the Number of the Shares on your Termination Date, and the Vesting Date
under this Agreement will be your Termination Date. For purposes of this Award, Total
Disability is defined in Section 5.6(a) of the Plan.
	 
	 	(d)	 	Termination on or Within One Year Following Corporate Transaction:
In the event of your Termination by the Company or its successor, prior to the Vesting
Date, but on or within one year following the date of a Corporate Transaction, you
will vest pro-rata in a percentage of the Number of Shares equal to your number of
full months of service since the Date of Grant divided by thirty-six months, rounded
down to the nearest whole share of Intuit Common




 









 






	 	 	 	Stock, and the Vesting Date under this Agreement will be your Termination Date. For
purposes of this Award, Corporate Transaction is defined in Section 26(h) of the Plan.






	2.	 	Issuance of Shares under this Award: The Company will issue you the Shares subject
to this Award on the Vesting Date, except that when the Vesting Date is due to an event
under 1(b) or 1(d) above, then issuance shall be on the date of your “separation from service”
(as defined in Treas. Reg. 1.409A-1(h)) with Intuit (provided that if you are a “specified
employee” (as such term is defined under Section 409A of the Code), then Shares will not be
issued to you before the date that is six months following the date of your “separation from
service” (as defined in Treas. Reg. 1.409A-1(h)) (or such earlier time permitted under Section
409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of the Code)). Until the date the shares are issued to you, you will have no rights
as a stockholder of the Company.






	3.	 	Withholding Taxes: This Award is generally taxable for purposes of United States
federal income and employment taxes upon vesting based on the Fair Market Value on Vesting
Date. To the extent required by applicable federal, state or other law, you shall make
arrangements satisfactory to the Company for the payment and satisfaction of any income tax,
social security tax, payroll tax, payment on account or other tax related to withholding
obligations that arise under this Award and, if applicable, any sale of Shares of the Common
Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this
Award or to recognize any purported transfer of shares of the Common Stock until such
obligations are satisfied. Unless otherwise agreed to by the Company and you, these
obligations will be satisfied by the Company withholding a number of shares of Common Stock
that would otherwise be issued under this Award that the Company determines has a Fair Market
Value sufficient to meet the tax withholding obligations. For purposes of this Award, Fair
Market Value is defined in Section 26(n) of the Plan.
	 
	 	 	You are ultimately liable and responsible for all taxes owed by you in connection with this
Award, regardless of any action the Company takes or any transaction pursuant to this section
with respect to any tax withholding obligations that arise in connection with this Award. The
Company makes no representation or undertaking regarding the treatment of any tax withholding
in connection with the grant, issuance, vesting or settlement of this Award or the subsequent
sale of any of the shares of Common Stock underlying the shares that vest. The Company does not
commit and is under no obligation to structure this Award to reduce or eliminate your tax
liability.






	4.	 	Disputes: Any question concerning the interpretation of this Agreement, any
adjustments to made thereunder, and any controversy that may arise under this Agreement, shall
be determined by the Committee in accordance with its authority under Section 4 of the Plan.
Such decision by the Committee shall be final and binding.
	 
	5.	 	Other Matters:






	 	(a)	 	The Award granted to an employee in any one year, or at any time, does not
obligate the Company or any subsidiary or other affiliate of the Company to grant an
award in any future year or in any given amount and should not create an expectation
that the Company (or any subsidiary or other affiliate) might grant an award in any
future year or in any given amount.
	 
	 	(b)	 	Nothing contained in this Agreement creates or implies an employment
contract or term of employment or any promise of specific treatment upon which you may
rely.
	 
	 	(c)	 	Notwithstanding anything to the contrary in this Agreement, the Company may
reduce your Award if you change classification from a full-time employee to a
part-time employee.
	 
	 	(d)	 	This Award is not part of your employment contract (if any) with the
Company, your salary, your normal or expected compensation, or other renumeration for
any purposes, including for purposes of computing benefits, severance pay or other
termination compensation or indemnity.




 









 






	 	(e)	 	Because this Agreement relates to terms and conditions under which you may
be issued shares of Common Stock of Intuit Inc., a Delaware corporation, an essential
term of this Agreement is that it shall be governed by the laws of the State of
Delaware, without regard to choice of law principles of Delaware or other
jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award
granted hereunder shall be brought in the state or federal courts of competent
jurisdiction in Santa Clara County in the State of California.




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 an Award 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, (1) in the case of the Company, to the Company at its
address set forth in this Agreement, or at such other address designated in writing by the Company
to you, and (2) in the case of you, at the address recorded in the books and records of the Company
as your then current home address.



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




	 	 	 	 	 
	 	INTUIT INC.

2632 Marine Way

Mountain View, California 94043

 	 
	 	By: