exv4w04









Exhibit 4.04




FORM OF INTUIT INC. STOCK OPTION ASSUMPTION AGREEMENT



Dear [                      ]:



As you know, on July 23, 2009 (the “Closing Date”), Intuit Inc. (“Intuit”) acquired PayCycle, Inc.
(“PayCycle”) (the “Transaction”) pursuant to an Agreement and Plan of Merger by and among Intuit,
Puma Merger Sub Inc., PayCycle and Shareholder Representative Services LLC dated June 2, 2009 (the
“Merger Agreement”). On the Closing Date, you held one or more outstanding stock options to
purchase shares of PayCycle common stock granted to you under PayCycle’s 1999 Equity Incentive Plan
(the “Plan”). Pursuant to the Merger Agreement, on the Closing Date, Intuit assumed all
obligations of PayCycle under your outstanding and unvested option (or options). This Stock Option
Assumption Agreement (this “Agreement”) evidences the terms of Intuit’s assumption of each unvested
option to purchase PayCycle common stock originally granted to you under the Plan (each, a
“PayCycle Option”), and documented by a stock option agreement between you and PayCycle and any
amendment(s) of such agreement (the “Option Agreement”).



The table below summarizes your PayCycle Option(s) immediately before and after the Transaction:




	 	 	 	 	 	 	 	 	 	 	 
	PAYCYCLE OPTION(S)	 	INTUIT OPTION(S)
	(PRE-TRANSACTION)	 	(POST-TRANSACTION)
	 	 	Option	 	No. of PayCycle	 	Exercise Price per	 	 	 	Exercise Price
	Grant Date	 	Type	 	Shares	 	Share	 	No. of Intuit Shares	 	per Share
	[                      ]
	 	[                      ]
	 	[                     ]
	 	$[                      ]
	 	[                      ]
	 	$[                      ]





The post-Transaction adjustments to determine the number of Intuit shares and per share exercise
price are based on the Option Ratio of 10.9288%. The number of shares of Intuit common stock
subject to each assumed PayCycle Option was determined by multiplying the number of shares
remaining subject to the PayCycle Option on the Closing Date by the Option Ratio and rounding the
resulting product down to the next whole number of shares of Intuit common stock. The exercise
price per share of Intuit options was determined by dividing the pre-Transaction exercise price per
share of the PayCycle Option by the Option Ratio and rounding the resulting quotient up to the next
whole cent.



It is intended, to the extent allowable by law, that each assumed PayCycle Option will qualify as
an incentive stock option (“ISO”) under U.S. tax laws to the extent that the PayCycle Option
qualified as an ISO immediately prior to the Closing Date.



Unless the context otherwise requires, any references in the Plan and each Option Agreement to: (i)
the “Company” means Intuit, (ii) “Common Stock” or “Shares” means shares of Intuit common stock,
(iii) the “Board” means the Board of Directors of Intuit and (iv) the “Committee” means the
Compensation and Organizational Development Committee of the Board of Directors of Intuit. All
references in each Option Agreement and the Plan relating to your status as an


1









 






employee of PayCycle will now refer to your status as an employee of Intuit or any present or
future Intuit subsidiary.



The vesting dates, vesting schedule and expiration date of each assumed PayCycle Option will remain
the same as set forth in the Option Agreement(s) (with the number of shares subject to each vesting
installment adjusted to reflect the effect of the Transaction). All other provisions which govern
either the exercise or the termination of each assumed PayCycle Option remain the same as set forth
in the Option Agreement(s) and the Plan, and such provisions will govern and control your rights
under this Agreement to purchase shares of Intuit common stock, except as expressly modified by
this Agreement, the Merger Agreement or otherwise in connection with the Transaction. Upon
termination of your Intuit employment or service, you may exercise your assumed PayCycle Option
during the applicable limited post-termination exercise period specified in the Option Agreement,
but only to the extent that the assumed PayCycle Option was outstanding and exercisable at the time
of termination. After the expiration of the post-termination exercise period, your assumed
PayCycle Option will expire and NOT be exercisable for Intuit common stock.



Any early exercise provisions in your PayCycle Option(s) are expressly not being assumed by Intuit
after the Transaction. As a result, an early exercise provision will become null and void upon
Intuit’s assumption of your PayCycle Option(s).



In addition, you will no longer have the opportunity to make payment of the exercise price through
a margin commitment, as contemplated by Section 4.3(d)(ii) of your Option Agreement.



To exercise your assumed PayCycle Option(s), please see the instructions posted at Intuit’s
intranet (Intuit Central): http://insight.intuit.com/TotalRewardsAndCareer/Benefits/StockOptions/Pages/StockOptions.aspx; or
contact Intuit Stock Administration at Stock@intuit.com.



Nothing in this Agreement or the Option Agreement(s) interferes in any way with your right and your
employer’s right, which rights are expressly reserved, to terminate your employment or service at
any time for any reason. Future options, if any, that you may receive from Intuit will be governed
by the terms of the Intuit equity incentive plan under which such options are granted, and such
terms may be different from the terms of your assumed PayCycle Option(s).



In order to acknowledge your receipt of this Agreement and your acceptance and consent to the terms
of the Agreement with respect to your assumed PayCycle Option(s), please click the “Accept” button
on the email which transmitted this Agreement to you.



Until you acknowledge your acceptance of the Agreement as described above, your Intuit account
will not be activated and your assumed PayCycle Option(s) will not be exercisable. If you have
any questions regarding this Agreement or your assumed PayCycle Option(s), please contact Intuit
Stock Administration at Stock@intuit.com.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — INTUIT SIGNATURE PAGE FOLLOWS]




 









 





INTUIT INC.




Brad D. Smith

President and Chief Executive Officer