exv10w02



 






Exhibit 10.02

Award No. __________




INTUIT INC. 2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Performance-Based Vesting



Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a Restricted Stock Unit
(“RSU 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.
This RSU Award is subject to all of the terms and conditions of the Plan, which is incorporated
into this Restricted Stock Unit Award Agreement (“Agreement”) by reference. All capitalized terms
in this Agreement that are not defined herein have the meanings given to them in the Plan or, as
set forth below in the Section entitled “Consequences of Termination of Employment”, in your
Amended and Restated Employment Agreement dated July 30, 2003 between you and the Company (your
“Employment Agreement”).



This RSU Award is subject to performance-based vesting and is intended to provide compensation
which qualifies as deductible “performance-based” compensation under Code Section 162(m). The
Compensation and Organizational Development Committee of the Board of Directors of the Company
(“Compensation Committee”) established the Performance Factors to be used to measure whether the
performance goals under this RSU Award are met.




     Name of Participant:



     Employee ID:



     Address:



     Number of Shares:



     Date of Grant:




	1.	 	Vesting Schedule: The Compensation Committee selected (1) net revenue growth and
(2) operating income growth as the Performance Factors under the Plan which will be
used to measure whether the performance goals for this RSU Award have been satisfied. The
Performance Period for this RSU is the fiscal year beginning August 1, 2005 and ending July
31, 2006. The Compensation Committee has until August 31, 2006 to certify whether the
Performance Goals set forth below have been met during the Performance Period. If the
Compensation Committee determines that the Performance Goals have not been met, this RSU Award
shall terminate on the date of the Compensation Committee’s certification.






	 	(a)	 	Performance Goals:
	 
	 	(b)	 	Time-Based Vesting Once Performance Goals Are Met: If the above
Performance Goals are met, this RSU Award will vest as to all of the Shares on July 29,
2008 (the “Vesting Date”), provided you are continuously employed by the Company
through that date.






	2.	 	Consequences of Termination of Employment: Notwithstanding the foregoing, in the
event of your Termination prior to the Vesting Date due to either your “Involuntary
Termination” or “Termination without Cause” or “Termination Following a Change in Control”,
the following provisions will govern the vesting of this RSU Award. In the event of your
Termination prior to the Vesting Date due to any other reason, you will immediately stop
vesting in this RSU Award and it will terminate as to all shares as of your Termination Date.






	 	(a)	 	Termination due to your Involuntary Termination or Termination without
Cause: In the event of your Termination prior to the Vesting Date due to your
Involuntary Termination or Termination without Cause, you will automatically vest
pro-rata in a percentage of the total Number of Shares set forth above equal to your
number of full months of service from the Date of Grant to your Termination Date
divided by thirty-six months. For purposes of this RSU Award, “Involuntary
Termination” and “Termination without Cause” shall have the meanings given them in
Sections 6(a) and 6(d) of your Employment Agreement.




 









 






	 	(2)	 	Termination Following a Change in Control: In the event of your
Termination Following a Change in Control prior to the Vesting Date, you will
automatically vest as to 100% of the total Number of Shares set forth above. For
purposes of this RSU Award, “Termination Following a Change in Control” shall have the
meaning given to it in Section 7(d) of your Employment Agreement






	3.	 	Issuance of Shares under this RSU: Subject to Section 4, the Company will issue you
shares under this RSU Award in which you have vested (“Vested Shares”) in accordance with the
Vesting Schedule provisions set forth above. The Company will issue you the Vested Shares on
the Vesting Date.
	 
	4.	 	Withholding Taxes at Issuance of Vested Shares: Under federal and state income and
payroll withholding tax provisions in effect on the Date of Grant, the issuance of Vested
Shares under this RSU Award gives rise to a federal and state income and employment tax
withholding obligation on the part of the Company calculated with reference to an amount equal
to the Fair Market Value of the Vested Shares on the date the shares are issued to you by the
Company. The Company will withhold from the Vested Shares issued to you a number of whole
shares having a Fair Market Value equal to the minimum amount to be withheld to satisfy any
tax withholding obligation of the Company resulting from the issuance of the Vested Shares and
will transmit the equivalent cash amount to the applicable taxing authorities. Fair Market
Value of the shares shall be determined in accordance with Section 26(n) of the Plan on the
date that the amount of tax to be withheld is to be determined. You agree to remit to the
Company the aggregate par value of the Vested Shares prior to their issuance.
	 
	5.	 	Stockholder Rights: You will have no rights as a stockholder until the Vested Shares
are issued to you. After Vested Shares are issued to you, you will have all the rights of a
stockholder with respect to the shares. Notwithstanding the foregoing, in the event the
Company declares dividends for which the record date occurs after the Date of Grant and prior
to the date Vested Shares are issued, the Company will issue you consideration in an amount
the Company determines is equivalent to such declared dividends at the time the Vested Shares
are issued to you.
	 
	6.	 	Miscellaneous: This Agreement (including the Plan, which is incorporated by
reference) constitutes the entire agreement between you and the Company with respect to this
RSU Award, and supersedes all prior agreements or promises with respect to the RSU 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 Awards 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 to the Company or to you at its or your respective
addresses set forth in this Agreement, or at such other address designated in writing by
either of the parties to the other.




You and the Company have signed this Agreement effective as the Date of Grant.




INTUIT INC.

2632 Marine Way

Mountain View, California 94043



 



By:__________________________________

          Robert B. Henske, Chief Financial Officer



 



Signed:__________________________________

          Participant