exv10w12






Exhibit 10.12




Award No. ***




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(Executive 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”), of the Company’s
common stock, $0.01 par value per share (“Common Stock”). The number of Shares that are subject to
the Award and may be earned by you (“Number of Shares”) is 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:

	 	***
	Number of Shares:

	 	***
	Date of Grant:
	 	 
	Final Vesting Date:
	 	 





Vesting Based on Achievement of Threshold Performance and Service. This Award will be
eligible to vest only if the threshold level of performance (“Threshold Goal”) is achieved and is
certified by the Compensation and Organizational Development Committee (the “Committee”). The
Threshold Goal is [•]. If the Threshold Goal is not achieved and/or certified by the Committee,
this Award immediately will terminate and you will not be entitled to receive Shares. If the
Threshold Goal is achieved and certified by the Committee, then you will have the opportunity to
vest in this Award as to 33.3% of the Number of Shares on each of [•] (or, if later, the date that
the Threshold Goal is certified), [•], and [•] (each a “Vesting Date,” and [•] the “Final Vesting
Date”), provided, in each case, that you have not Terminated before the respective Vesting Date.
Notwithstanding the foregoing, Sections 1(b) through 1(d) provide certain circumstances in which
you may vest in all or a portion of this Award without certification of the Threshold Goal and/or
before the Vesting Dates. Any portion of this Award that does not vest, including pursuant to
Sections 1(b) through (d), shall be cancelled and you will have no further right or claim
thereunder.





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






	 	(a)	 	Termination Generally. In the event of your Termination prior to the
Final Vesting Date for any reason other than as expressly set forth in the other
subsections of this Section 1 of the Agreement, this Award immediately will stop
vesting and will terminate, and you will have no further right or claim to anything
under this Award.
	 
	 	(b)	 	Termination due to Retirement. In the event of your Termination
prior to the Final Vesting Date due to your Retirement, then, provided that the
Threshold Goal has been met, 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 minus any Shares in which you already have vested, rounded down to
the nearest whole share of Intuit Common Stock. 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 Final 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 Shares on your Termination Date, minus any Shares in
which you already have vested, regardless of whether the Threshold Goal has been met.
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 Final
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 minus any
Shares in which you




 









 






	 	 	 	already have vested, rounded down to the nearest whole share of
Intuit Common Stock. 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 as soon as reasonably possible after any Vesting Date or any other date
upon which this Award vests under Sections 1(a) through (d) (but in no case later than March
15th of the calendar year after the calendar year in which the vesting event occurs). 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 at any time
the Award (or portion thereof) vests. 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. The Company shall not be required to issue Shares pursuant to this Award or
to recognize any purported transfer of Shares 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 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 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.
	 
	 	(f)	 	This Award, and any issuance of Shares thereunder, is intended to comply and
shall be interpreted in accordance with Section 409A of the Code.




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




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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 2632
Marine Way, Mountain View, CA, 94043, 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.

 	 
	 	By:  : 	
 	 
	 	 	 	 
	 	 	 	 
	 




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