exv10w13






Exhibit 10.13




Award No. «GrantNumber»




INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT

Restricted Stock Unit

(Performance-Based Vesting: Operating Performance 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 3-Year Goals. Vesting of this Award is based on Intuit’s
level of achievement of the revenue and operating income performance goals set forth on Exhibit
A (the “3-Year Goals”). Actual performance against the 3-Year 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. The Committee will certify the results of the 3-Year 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 3-Year 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.





	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,
a pro rata portion of this Award will vest on the Vesting Date based on the actual
level of achievement of the 3-Year 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 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 3-Year 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 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.
	 
	 	(f)	 	Corporate Transaction. In the event of a Corporate Transaction before
the Vesting Date, the 3-Year Goals will be deemed to be achieved at 100% of the Target
level as set forth in Exhibit A. The Vesting Date still will apply, and 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 Target
Shares,




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	 	 	 	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.
	 
	 	(g)	 	Recoupment. In the event that the Company issues a restatement of its
financial results after the distribution of Shares, which restatement decreases the
level of achievement of the 3-Year Goals from the level(s) previously certified by the
Committee, then you will be required to deliver to the Company, within 30 days after
your receipt of written notification by the Company, an amount in cash or equivalent
value in Shares (or a combination of the two) equal to the net proceeds realized by you
on the issuance and, if applicable, subsequent sale of any Shares that would not have
vested or been issued based on the restated financial results. This section 1(g) only
will apply to you if it is determined by the Committee in good faith that fraud or
misconduct engaged in by you (directly or indirectly) was a significant contributing
factor to this restatement of financial results.






	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 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.




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	 	(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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