exv10w14






Exhibit 10.14




Award No. «GrantNumber»




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(Performance-Based Vesting: Relative Total Shareholder Return Goals)


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 maximum number of Shares that are
subject to the Award and may be earned by you (“Maximum Shares”) is set forth below. All
capitalized terms in this Grant Agreement (“Agreement”) that are not defined herein have the
meanings given to them in the Plan. This Award is subject to the terms and conditions of the Plan,
which is incorporated herein 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 will apply.




Name of Participant:

Address:

Maximum Shares:

Target Shares:

Date of Grant:

Vesting Date:



Vesting Based on Achievement of Total Shareholder Return Goals. Vesting of this Award is
based on Intuit’s percentile rank of total shareholder return (“TSR”) among a group of comparator
companies (the “Comparison Group”), as set forth on Exhibit A (the “TSR Goals”). Actual
performance against the TSR Goals is measured over the period beginning on [•] and ending on [•]
(the “Performance Period”) and must be certified by the Compensation and Organizational Development
Committee (“Committee”) in order for any portion of this Award to vest; provided,
however, that if Intuit’s TSR is negative during the Performance Period, then the maximum
Shares that the Committee will certify as eligible to vest will be the Target Shares. The
Committee will certify the results of the TSR Goals as soon as reasonably possible (the date of
such certification the “Certification Date”) after the Performance Period. Any portion of this
Award that is eligible to vest based on the Committee’s certification will vest on the Vesting
Date. Any portion of this Award that is not eligible to vest based on the Committee’s
certification will terminate on the Certification Date. Notwithstanding the foregoing, Sections
1(c) through 1(f) provide certain circumstances in which you may vest in this Award before the
Vesting Date and/or without certification of the TSR Goals by the Committee. If any of Sections
1(c) through 1(f) apply, then any portion of the Award that does not vest pursuant to those
sections will terminate.



Comparison Group. The Comparison Group will be the companies shown on Exhibit B
(each, together with Intuit, a “Member Company”); provided, however, that a company will be
removed from the Comparison Group if, during the Performance Period, it ceases to have a class of
equity securities that is both registered under the Securities Exchange Act of 1934 and actively
traded on a U.S. public securities market (unless such cessation of such listing is due to any of
the circumstances in (i) through (iv) of the following paragraph).



Definition of TSR. “TSR” as applied to any Member Company means stock price appreciation
from the beginning to the end of the Performance Period, plus dividends and distributions made or
declared (assuming such dividends or distributions are reinvested in the common stock of the Member
Company) during the Performance Period, expressed as a percentage return. Except as modified in
Section 1(f), for purposes of computing TSR, the stock price at the beginning of the Performance
Period will be the average price of a share of common stock of a Member Company over the 30 trading
days beginning [•], and the stock price at the end of the Performance Period will be the average
price of a share of common stock of a Member Company over the 30 trading days ending [•], adjusted
for stock splits or similar changes in capital structure; provided, however, that TSR for a Member
Company will be negative one hundred percent (-100%) if the Member Company: (i) files for
bankruptcy, reorganization, or





 









 







liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary
bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder
approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business
operations.





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






	 	(a)	 	Termination Generally. In the event of your Termination before the
Vesting Date for any reason other than as expressly set forth in the other subsections
of this Section 1, including, without limitation, your Termination by the Company for
Cause or your resignation for Good Reason (each as defined in Section 1(d)), this Award
will terminate without having vested as to any of the Shares and you will have no right
or claim to anything under this Award.
	 
	 	(b)	 	Retirement. In the event of your Retirement before the Vesting Date,
then a pro rata portion of this Award will vest on the Vesting Date based on the actual
level of achievement of the TSR Goals, as certified by the Committee. The pro rata
portion will be a percentage 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. Shares will be distributed to you at the same time as other Participants after
the Vesting Date. “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)	 	Death or Total Disability. In the event of your death or Total
Disability before the Vesting Date, and after you have been actively employed by the
Company for one year or more, this Award will vest immediately as to 100% of the Target
Shares on your Termination Date. “Total Disability” is defined in Section 5.6(a) of
the Plan.
	 
	 	(d)	 	Involuntary Termination. In the event of your Involuntary Termination
before the Vesting Date, a pro rata portion of this Award will vest immediately on your
Termination Date based on the Target Shares. The pro rata portion will be a percentage
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. Shares will be
distributed to you as soon as reasonably possible after the effective date of a waiver
and general release of claims executed by you in favor of the Company and certain
related persons determined by the Company in the form presented by the Company
(“Release”). If you do not execute the Release within forty-five (45) days following
your Termination Date, then you will not be entitled to the receipt of any Shares under
this Section 1(d). Involuntary Termination means, for purposes of this Agreement,
either (A) your Termination by the Company without Cause, or (B) your resignation for
Good Reason. “Cause” means, for purposes of this Agreement, (i) gross negligence or
willful misconduct in the performance of your duties to the Company (other than as a
result of a Total Disability) that has resulted or is likely to result in material
damage to the Company, after a written demand for substantial performance is delivered
to you by the Chief Executive Officer which specifically identifies the manner in which
you have not substantially performed your duties and you have been provided with a
reasonable opportunity of not less than 30 days to cure any alleged gross negligence or
willful misconduct; (ii) commission of any act of fraud with respect to the Company; or
(iii) conviction of a felony or a crime involving moral turpitude. No act or failure
to act by you will be considered “willful” if done or omitted by you in good faith with
reasonable belief that your action or omission was in the best interests of the
Company. “Good Reason” means, for the purposes of this Agreement, 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 material 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 the event allegedly
constituting “Good Reason,” and Intuit will have 15 days from the date it receives such
written notice to cure such event. Notwithstanding




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	 	 	 	anything in this Section 1(d) to the contrary, if you are a “covered employee” under
Section 162(m)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) either
on the Date of Grant or at any time during the Performance Period, then your Award will
not be treated as described above in this Section 1(d), but instead, a pro rata portion
of this Award will vest on the Vesting Date based on the actual level of achievement of
the TSR Goals, as certified by the Committee. The pro rata portion will be a percentage
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. Shares will be
distributed to you at the same time as other Participants after the Vesting Date,
provided that the Release has become effective. If you do not execute the Release
before the time that Shares are distributed to other Participants, then you will not be
entitled to the receipt of any Shares under this Section 1(d).
	 
	 	(e)	 	Termination on or Within One Year After Corporate Transaction. In the
event of your Involuntary Termination (including your Termination without Cause by the
Company’s successor) on or within one year following the date of a Corporate
Transaction and before the Vesting Date, this Award will vest immediately on your
Termination Date as to a pro rata portion of the Shares you otherwise would have been
entitled to earn under Section 1(f). The pro rata portion will be a percentage 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.
	 
	 	(f)	 	Corporate Transaction. In the event of a Corporate Transaction before
the Vesting Date, the level of achievement of the TSR Goals will be determined as of
the effective date of the Corporate Transaction based on the Comparison Group as
constituted on the such date (the “CIC Achievement Level”). In addition, Intuit’s
ending stock price will be the sale price of the Shares in the Corporate Transaction
and the ending stock price of the other Member Companies will be the average price of a
share of common stock of a Member Company over the 30 trading days ending on the
effective date of the Corporate Transaction, in each case adjusted for changes in
capital structure. This Award will vest on the Vesting Date based on the CIC
Achievement Level. Shares will be distributed as soon as reasonably possible after the
Vesting Date. For avoidance of doubt, this provision is intended to result in you
earning the number of Shares corresponding to the CIC Achievement Level, without
Committee certification, provided that you are employed on the Vesting Date following a
Corporate Transaction. In the event of an intervening Termination before the Vesting
Date, the applicable provisions of Sections 1(a) through 1(e) will govern, except
that any provision that calls for vesting based on the Target Shares will be
applied, instead, by using the number of Shares corresponding to the CIC Achievement
Level.






	2.	 	Issuance of Shares. Except as described in the next sentence, Shares will be
distributed as soon as reasonably possible after the Vesting Date (but in no event later than
March 15th after the calendar year in which the Vesting Date occurs). In the event of a
Termination pursuant to Sections 1(c) through 1(e) (other than with respect to a “covered
employee” under Section 1(d)), Shares will be distributed as soon as reasonably possible after
the Termination Date or, if later, the date that the Release becomes effective in accordance
with Section 1(d) (but in no event later than March 15th after the calendar year in which the
Termination Date or the effective date of the Release occurs).






	3.	 	Withholding Taxes. This Award is generally taxable for purposes of United States
federal income and employment taxes on vesting based on the Fair Market Value on the Vesting
Date. To the extent required by applicable federal, state or other law, you will 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
will 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. “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




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	 	 	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. 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, will
be determined by the Committee in accordance with its authority under Section 4 of the Plan.
Such decision by the Committee will 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 on 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 will 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
will 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
will 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 will 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 will 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.







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




	 	 	 	 	 
	 	INTUIT INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




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