Exhibit 10.02



 




Award No. (GrantNumber)




EXHIBIT 10.02




INTUIT INC. 2002 EQUITY INCENTIVE PLAN

STOCK BONUS AGREEMENT




EXECUTIVE STOCK OWNERSHIP PROGRAM MATCHING UNIT




Intuit Inc., a Delaware corporation (the “Company”), hereby grants you a
matching restricted stock unit in the form of a Stock Bonus Award (“Award”)
pursuant to the Company’s 2002 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 Award is subject to all of the terms
and conditions of the Plan, which is incorporated into this Agreement by
reference. All capitalized terms in this Stock Bonus Agreement (“Agreement”)
that are not defined in this Agreement have the meanings given to them in the
Plan.





	 	 	 	 	 
	 	 	
Name of Participant:
	 	 
	 	 	
Social Security Number:
	 	 
	 	 	
Address:	 	 
	 	 	 	 	 
	 	 	
Number of Shares:
	 	 
	 	 	
Date of Grant:	 	 
	 	 	
Vesting Date:	 	 






Vesting: Subject to the forfeiture provisions set forth in this Agreement,
this Award will vest as to 100% of the Number of Shares on the Vesting Date set
forth above, provided you have remained employed by the Company through that
date. The Vesting Date is the fourth anniversary of the Date of Grant.





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





Termination due to Resignation or by Company for Cause: In the event of
your Termination prior to the Vesting Date due to your resignation or
termination of employment by the Company for Cause, this Award will
terminate without having vested as to any of the shares subject to this
Award and you will have no right or claim to anything under this Award.
For purposes of this Award, Cause means (i) you have been convicted of a
misdemeanor that involves moral turpitude or the embezzlement of property
of the Company or one of its affiliates; (ii) you have been convicted of a
felony under the laws of the United States or any state thereof; (iii)
your willful misconduct in the performance of your duties as a Company
employee; (iv) your gross negligence in the performance of your duties as
a Company employee; or (v) you have persistently failed to follow the
lawful instructions of your manager relating to an activity within the
scope of your duties. In order for a condition identified in (iv) or (v)
to constitute Cause, the Company shall first have provided you with (A) at
least thirty days’ written notice of the alleged actions setting forth
with specificity the events or failures complained of and (B) an
opportunity to remedy to the reasonable satisfaction of your manager such
condition within such thirty day period and you shall have failed to
remedy such condition.




Termination due to Retirement or by Company for other than Cause: In the
event of your Termination prior to the Vesting Date due to your Retirement
or termination of employment by the Company for reasons other than Cause,
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
forty-eight months, rounded down to the nearest whole share of Intuit
Common Stock, and the Vesting Date under this Agreement will be your
Termination Date. For purposes of this Award, Retirement means the
Termination of your employment with the Company after you have reached an
age and service requirement determined by the Committee or its delegate.




Termination due to Death or Total Disability: In the event of your
Termination prior to the Vesting Date due to your death or Total
Disability, this Award will vest as to 100% of the Number of the Shares on
your Termination Date, and the Vesting Date under this Agreement will be
your Termination Date. For purposes of this Award, Total Disability is
defined in Section 5.6(a) of the Plan.




Termination Within One Year Following Corporate Transaction: In the event
of your Termination prior to the Vesting Date, but within one year
following the date of a Corporate Transaction, this Award will vest as to
100% of the Number of the Shares on your Termination Date, and the Vesting
Date under this Agreement will be your Termination Date. For purposes of
this Award, Corporate Transaction is defined in Section 23(h) of the Plan.




Forfeiture: You acknowledge and agree that if prior to the date on which you
vest fully in this Award you sell, gift or otherwise transfer the shares you
purchased that caused the Company to grant you this Award, this Award will
terminate and you will forfeit all rights to this Award and any shares subject
hereto, unless the Company determines in its sole discretion that you continue
to hold other shares of the Company’s






 








 



Common Stock in a number equal to or greater than the number of shares that
caused the Company to grant you this Award.





Issuance of Shares under this Award: The Company will issue you the shares
subject to this Award on the later of: (1) the Vesting Date; or (2) your
Voluntary Deferral of Share Issuance Date. Until the date the shares are
issued to you, you will have no rights as a stockholder of the Company and the
shares subject to this Award will not count as owned by you under the Company’s
share ownership requirements.





Withholding Taxes: When the vesting and issuance of the shares under this Award
gives rise to a federal or other governmental income or employment tax
withholding obligation on the part of the Company, the Company will withhold
from the shares issued to you a number of whole shares having a Fair Market
Value equal to the minimum amount to be withheld to satisfy the withholding
obligation and will transmit the equivalent cash amount to the applicable
taxing authorities. If you have made a voluntary deferral of the share
issuance to a date later than the Vesting Date in accordance with the
provisions set forth in this Agreement, you agree that you will remit cash to
the Company (through payroll deduction or otherwise) in an amount sufficient to
satisfy any withholding obligation resulting from the vesting of the shares
under this Award. (As of the date of this Agreement, federal income tax
withholding is not required until share issuance. However, a FICA and Medicare
withholding obligation triggers on the Vesting Date even if you have made a
voluntary deferral of the share issuance to a date later than the Vesting
Date). Fair Market Value of the shares shall be determined in accordance with
Section 23(m) of the Plan on the date that the amount of tax to be withheld is
to be determined.





Voluntary Deferral of Share Issuance: You may voluntarily elect to defer the
issuance of the shares under this Award to a date after the Vesting Date that
is no later than the first day of the fiscal year following the date on which
you are no longer an employee of the Company (your “Voluntary Deferral of Share
Issuance Date”). You must make this election no later than the third
anniversary of the Date of Grant by filing a voluntary deferral election
request in a form acceptable to the Committee or its delegate.





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
transfer of the Option described in Section 11 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.





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





	 	 	 	 	 
	 	 	INTUIT INC
	 	 	2632 Marine Way
	 	 	Mountain View, California 94043
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Robert B. Henske, Chief Financial Officer






PARTICIPANT’S ACCEPTANCE




I accept this Agreement effective as of the Date of Grant and agree to the
terms and conditions in this Agreement and the Plan. I acknowledge that I have
received a copy of the Plan, and I understand and agree that 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 as interpreted by the
Company, the provisions of the Plan shall apply.





	 	 	 	 
	Signed: