S-8

As filed with the Securities and Exchange Commission on December 26, 2002

Registration No. _________

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTUIT INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation) 77-0034661
(I.R.S. Employer
Identification No.)

2535 Garcia Avenue
Mountain View, California 94043
(Address of Principal Executive Offices)

Intuit Inc. 2002 Equity Incentive Plan
Intuit Inc. 1996 Employee Stock Purchase Plan
Intuit Inc. 1996 Directors Stock Option Plan
(Full title of the Plan)

Virginia R. Coles, Esq.
Assistant General Counsel and Assistant Secretary
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Name, Address and Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

				Proposed maximum			Proposed maximum
Title of securities	Amount to be			offering price per			aggregate offering			Amount of
to be registered	registered			share			price			registration fee
Common Stock, $0.01 par value		6,100,000	(1)	$	48.15(2	)	$	293,715,000(2	)	$	27,022(3	)

(1)	Represents 4,850,000 shares available for awards under Registrant’s 2002 Equity Incentive Plan, 1,100,000 shares available for awards under Registrant’s 1996 Employee Stock Purchase Plan, and 150,000 shares available for awards under Registrant’s 1996 Directors Stock Option Plan approved by stockholders on December 12, 2002.
(2)	The offering price information is estimated as of December 20, 2002, pursuant to Rules 457(c) and 457(h), under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.
(3)	Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended

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TABLE OF CONTENTS

	PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 5. NAMED EXPERTS; INTERESTS OF NAMED COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 8. EXHIBITS.
	ITEM 9. UNDERTAKINGS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 4.01
EXHIBIT 4.03
EXHIBIT 4.04
EXHIBIT 4.07
EXHIBIT 5.01
EXHIBIT 23.02

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to:

     (a)  4,850,000 shares of Common Stock, $0.01 par value per share of the Registrant, reserved for issuance under the Intuit Inc. 2002 Equity Incentive Plan (the “Equity Incentive Plan”). On January 25, 2002 the Registrant filed an initial Form S-8 Registration Statement (file No. 333-81446) to register 9,900,000 shares reserved for issuance under the Equity Incentive Plan. The contents of such Registration Statement are incorporated herein by reference, except as set forth below.

     (b)  1,100,000 shares of Common Stock, $0.01 par value per share of the Registrant, reserved for issuance under the Intuit Inc. 1996 Employee Stock Purchase Plan (the “ESP Plan”). On November 26, 1996, the Registrant filed an initial Form S-8 Registration Statement (file No. 333-16829) to register 900,000 shares of Common Stock reserved for issuance under the ESP Plan. On January 30, 1998, the Registrant filed a Form S-8 Registration Statement (file No. 333-45285) to register an additional 600,000 shares of Common Stock reserved for issuance under the ESP Plan. On January 25, 1999, the Registrant filed a Form S-8 Registration Statement (file No. 333-71103) to register an additional 900,000 shares of Common Stock reserved for issuance under the ESP Plan. On December 12, 1999, the Registrant filed a Form S-8 Registration Statement (file No. 333-92513) to register an additional 400,000 shares of Common Stock reserved for issuance under the ESP Plan. On December 12, 2000, the Registrant filed a Form S-8 Registration Statement (file No. 333-51692) to register an additional 400,000 shares of Common Stock reserved for issuance under the ESP Plan. On January 24, 2002, the Registrant filed a Form S-8 Registration Statement (file No. 333-81328 to register an additional 600,000 shares of Common Stock reserved for issuance under the ESP Plan. (All share amounts have been adjusted to reflect stock splits.) The contents of such Registration Statements are incorporated herein by reference, except as set forth below.

     (c)  150,000 shares of Common Stock, $0.01 par value per share of the Registrant, reserved for issuance under the Intuit Inc. 1996 Directors Stock Option Plan (the “Directors Plan”). On November 26, 1996, the Registrant filed an initial Form S-8 Registration Statement (file No. 333-16829) to register 360,000 shares of Common Stock reserved for issuance under the Directors Plan. On January 30, 1998, the Registrant filed a Form S-8 Registration Statement (file No. 333-45277) to register an additional 135,000 shares of Common Stock reserved for issuance under the Directors Plan. On January 25, 1999, the Registrant filed a Form S-8 Registration Statement (file No. 333-71101) to register an additional 90,000 shares of Common Stock reserved for issuance under the Directors Plan. On December 10, 1999, the Registrant filed a Form S-8 Registration Statement (file No. 333-92515) to register an additional 100,000 shares of Common Stock reserved for issuance under the Directors Plan. On December 12, 2000, the Registrant filed a Form S-8 Registration Statement (file No. 333-51698) to register an additional 125,000 shares of Common Stock reserved for issuance under the Directors Plan. On January 24, 2002, the Registrant filed a Form S-8 Registration Statement (file No. 333-81324 to register an additional 90,000 shares of Common Stock reserved for issuance under the Directors Plan. (All share amounts have been adjusted to reflect stock splits.) The contents of such Registration Statements are incorporated herein by reference, except as set forth below.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The Registrant incorporates into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “Commission”):

(a)	The Registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the latest prospectus filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), that contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s annual report or prospectus referred to in (a) above.
(c)	The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act, including all amendments and reports filed for the purpose of updating such description.

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     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

ITEM 5. NAMED EXPERTS; INTERESTS OF NAMED COUNSEL

     Ernst & Young LLP, independent auditors, have audited the Registrant’s consolidated financial statements and schedule appearing in the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2002, as set forth in their report, which is incorporated into this Registration Statement by reference. The Registrant is incorporating such consolidated financial statements and schedule into this Registration Statement by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

     The validity of the issuance of the shares of Common Stock offered by this Registration Statement will be passed upon for the Registrant by Virginia R. Coles, Esq., Assistant General Counsel and Assistant Secretary of the Registrant. Ms. Coles is an employee of the Registrant. As of December 16, 2002, Ms. Coles held 1,498 shares of Intuit’s common stock and held options to purchase 46,315 shares of Common Stock (of which 35,491 shares are exercisable within the next 60 days).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As permitted by Section 145 of the Delaware General Corporation Law, Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach or alleged breach of their duty of care. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of Registrant provide that:

• Registrant is required to indemnify its directors and officers and persons serving in such capacities in other business enterprises (including, for example, subsidiaries of Intuit) at Registrant’s request, to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary;

• Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is not required by law;

• Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom Registrant brings a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of law or deriving an improper personal benefit);

• the rights conferred in the Bylaws are not exclusive, and Registrant is authorized to enter into indemnification agreements with its directors, officers and employees; and

• Registrant may not retroactively amend the Bylaw provisions in a way that is adverse to such directors, officers and employees.

     Registrant’s policy is to enter into indemnity agreements with each of its and its subsidiaries’ directors and officers. The agreements provide that Registrant will indemnify its directors and officers under Section 145 of the Delaware General Corporation Law and the Bylaws. In addition, the indemnity agreements provide that Registrant will advance expenses (including attorney’s fees) and settlement amounts paid or incurred by the directors and officers in any action or proceeding, including any derivative action by or in the right of Registrant, on account of their services as directors or officers of Registrant or as directors or officers of any other company or enterprise when they are serving in such capacities at the request of Registrant. Registrant will not be obligated pursuant to the agreements to indemnify or advance expenses to an indemnified party with respect to proceedings or claims initiated by the indemnified party and not by way of defense, except with respect to proceedings specifically authorized by Registrant’s Board of Directors or brought to enforce a right to indemnification under the Indemnity Agreement, Registrant’s Bylaws or any statute or law. Under the agreements, Registrant is not obligated to indemnify the indemnified party:

• for any expenses incurred by the indemnified party with respect to any proceeding instituted by the indemnified party to enforce or interpret the agreement, if a court of competent jurisdiction determines that each of the material assertions made by the indemnified party in such proceeding was not made in good faith or was frivolous;

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• for any amounts paid in settlement of a proceeding unless Registrant consents to such settlement;

• with respect to any proceeding brought by Registrant against the indemnified party for willful misconduct, unless a court determines that each of such claims was not made in good faith or was frivolous;

• on account of any suit in which judgment is rendered against the indemnified party for an accounting of profits made from the purchase or sale by the indemnified party of securities of Registrant pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and related laws;

• on account of the indemnified party’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct or a knowing violation of the law; or

• if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

     The indemnification provision in the Bylaws, and the indemnity agreements entered into between Registrant and its directors and officers, may be sufficiently broad to permit indemnification of Registrant’s officers and directors for liabilities arising under the Securities Act of 1933.

     The indemnity agreements with Registrant’s officers and directors require Registrant to maintain director and officer liability insurance to the extent reasonably available. Registrant currently maintains a director and officer liability insurance policy.

ITEM 8. EXHIBITS.

			Incorporated By Reference
		Filed with this
Exhibit No.	Exhibit Description	Form S-8	Form	File No.	Date Filed
4.01	Intuit Inc. 2002 Equity Incentive Plan, as amended through December 12, 2002	X
4.02	Form of Stock Option Grant Agreement for use under the 2002 Equity Incentive Plan		S-8	333-81446	01/25/02
4.03	Intuit Inc. 1996 Employee Stock Purchase Plan, as amended through December 12, 2002	X
4.04	Intuit Inc. 1996 Directors Stock Option Plan, as amended through December 12, 2002	X
4.05	Form of Committee Stock Option Grant Agreement for use under the 1996 Directors Stock Option Plan		S-8	333-81324	01/24/02
4.06	Form of Initial Stock Option Grant Agreement for use under the 1996 Directors Stock Option Plan		S-8	333-81324	01/24/02
4.07	Form of Annual Stock Option Grant Agreement for use under the 1996 Directors Stock Option Plan	X
4.08	Registrant’s Restated Certificate of Incorporation, dated January 19, 2000		10-Q	—	06/14/00
4.09	Second Amended and Restated Rights Agreement, dated October 15, 1999		S-8	333-92503	12/10/99
4.10	Registrant’s Bylaws, as amended and restated effective May 1, 2002		10-Q	—	05/31/02
4.11	Form of Specimen Stock Certificate for Intuit’s Common Stock		10-K	—	09/25/02
4.12	Form of Rights Certificate for Series B Junior Participating Preferred Stock		S-8	333-92503	12/10/99
5.01	Opinion of Counsel	X
23.01	Consent of Counsel (included in Exhibit 5.01)	X
23.02	Consent of Ernst & Young LLP, Independent Auditors	X
24.01	Power of Attorney (see page 7)	X

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ITEM 9. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered, which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered by this Registration Statement, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on December 26, 2002.

INTUIT INC.
By:	/s/ Stephen M. Bennett
	Stephen M. Bennett President and Chief Executive Officer

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POWER OF ATTORNEY

     By signing this Form S-8 below, I hereby appoint each of Stephen M. Bennett and Raymond G. Stern as my true and lawful attorneys-in-fact and agents, in my name, place and stead, to sign any and all amendments (including post-effective amendments) to this Form S-8 registration statement on my behalf, and to file this Form S-8 registration statement (including all exhibits and other documents related to the Form S-8 registration statement) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Principal Executive Officer:
	Chief Executive Officer,
/s/ Stephen M. Bennett Stephen M. Bennett	President and Director	December 26, 2002
Principal Financial Officer and Principal Accounting Officer:
	Senior Vice President
/s/ Greg J. Santora Greg J. Santora	And Chief Financial Officer	December 26, 2002
Additional Directors:
/s/ Christopher W. Brody Christopher W. Brody	Director	December 26, 2002
/s/ William V. Campbell William V. Campbell	Director	December 26, 2002
/s/ Scott D. Cook Scott D. Cook	Director	December 26, 2002
/s/ L. John Doerr L. John Doerr	Director	December 26, 2002
/s/ Donna L. Dubinsky Donna L. Dubinsky	Director	December 26, 2002
/s/ Michael R. Hallman Michael R. Hallman	Director	December 26, 2002
Stratton D. Sclavos	Director

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EXHIBIT INDEX

Exhibit
Number	Description
4.01	Intuit Inc. 2002 Equity Incentive Plan, as amended through December 12, 2002
4.03	Intuit Inc. 1996 Employee Stock Purchase Plan, as amended through December 12, 2002
4.04	Intuit Inc. 1996 Directors Stock Option Plan, as amended through December 12, 2002
4.07	Form of Annual Stock Option Grant Agreement for use under the 1996 Directors Stock Option Plan
5.01	Opinion of Counsel
23.01	Consent of Counsel (included in Exhibit 5.01)
23.02	Consent of Ernst & Young LLP, Independent Auditors
24.01	Power of Attorney (see page 7)

EX-4.01 3 f86569orexv4w01.txt EXHIBIT 4.01 Exhibit 4.01 INTUIT INC. 2002 EQUITY INCENTIVE PLAN AS ADOPTED BY THE BOARD ON OCTOBER 24, 2001 AND AMENDED BY THE BOARD ON NOVEMBER 26, 2001(i) AND APPROVED BY STOCKHOLDERS ON JANUARY 18, 2002 AND AMENDED BY THE BOARD ON MAY 1, 2002 AND AMENDED BY THE BOARD ON OCTOBER 9, 2002 AND APPROVED BY STOCKHOLDERS ON DECEMBER 12, 2002 1. PURPOSE. The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company its Parent or Subsidiaries by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the following number of Shares are available for grant and issuance under the Plan: (a) 12,850,000 Shares, plus (b) 1,900,000 Shares resulting from authorized shares not issued or subject to outstanding grants under the Company's 1993 Equity Incentive Plan (the "Prior Plan") on the Effective Date (as defined in Section 19); plus (c) Shares that are subject to: (i) issuance upon exercise of an Option but cease to be subject to the Option for any reason other than exercise of the Option; (ii) an Award that otherwise terminates without Shares being issued; or (iii) are subject to an Award that is forfeited or are repurchased by the Company at the original issue price. No more than 10,000,000 shares shall be issued as ISOs. At all times the Company will reserve and keep available a sufficient number of Shares to satisfy the requirements of all outstanding Options granted under the Plan and all other outstanding but unvested Awards granted under the Plan. 2.2 Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then (a) the number of Shares reserved for issuance under the Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, (c) the number of Shares subject to other outstanding Awards, (d) the 10,000,000 maximum number of shares that may be issued as ISOs set forth in Section 2.1; (e) the 2,000,000 and 3,000,000 maximum number of shares that may be issued to an individual in any one calendar year set forth in Section 3; and (f) the annual 500,000 Share limit on the aggregate number of Shares that may be: (i) made subject to an Option granted at an Exercise Price of less than Fair Market Value on the date of grant, (ii) issued under the Plan as a Stock Bonus; and (iii) issued under the Plan as a Restricted Stock Award at a Purchase Price of less than Fair Market Value on the date the Award is made, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided that fractions of a Share will not be issued but will either be paid in cash at Fair Market Value, or will be rounded up to the nearest Share, as determined by the Committee; and provided further that the Exercise Price of any Option may not be decreased to below the par value of the Shares. 3. ELIGIBILITY. ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any Parent or Subsidiary; provided that such consultants, contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. The Committee (or its designee under 4.1(c)) will from time to time determine and designate among the eligible persons who will be granted one or more Awards under the Plan. A - ---------- (i) Amended by the Board on November 26, 2001 solely to reserve 8,000,000 new shares for grant and issuance under Section 2.1(a) of the Plan. 1 person may be granted more than one Award under the Plan. However, no person will be eligible to receive more than 2,000,000 Shares in any calendar year under this Plan pursuant to the grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary (including new employees who are also officers and directors of the Company or any Parent or Subsidiary), who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their employment. 4. ADMINISTRATION. 4.1 Committee Authority. The Plan shall be administered by the Committee. Subject to the terms and conditions of the Plan, the Committee will have full power to implement and carry out the Plan. Without limiting the previous sentence, the Committee will have the authority to: (a) construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; (b) prescribe, amend and rescind rules and regulations relating to the Plan, including determining the forms and agreements used in connection with the Plan; provided that the Committee may delegate to the President, the Chief Financial Officer or the officer in charge of Human Resources, in consultation with the General Counsel, the authority to approve revisions to the forms and agreements used in connection with the Plan that are designed to facilitate Plan administration, and that are not inconsistent with the Plan or with any resolutions of the Committee relating to the Plan; (c) select persons to receive Awards; provided that the Committee may delegate to one or more executive officers of the Company the authority to grant an Award under the Plan to Participants who are not Insiders of the Company; (d) determine the terms of Awards; (e) determine the number of Shares or other consideration subject to Awards; (f) determine whether Awards will be granted singly, in combination, or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Company or any Parent or Subsidiary; (g) grant waivers of Plan or Award conditions; (h) determine the vesting, exercisability, transferability, and payment of Awards; (i) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (j) determine whether an Award has been earned; (k) amend the Plan, except for amendments that increase the number of Shares available for issuance under the Plan or change the eligibility criteria for participation in the Plan; or any other amendments that require approval of the stockholders of the Company; or (l) make all other determinations necessary or advisable for the administration of the Plan. 4.2 Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by Participant or the Company to the Committee 2 for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. 5. OPTIONS. The Committee may grant Options to eligible persons and will determine (a) whether the Options will be ISOs or NQSOs; (b) the number of Shares subject to the Option, (c) the Exercise Price of the Option, (d) the period during which the Option may be exercised, and (e) all other terms and conditions of the Option, subject to the following: 5.1 Form of Option Grant. Each Option granted under the Plan will be evidenced by a Stock Option Agreement that will expressly identify the Option as an ISO or NQSO. The Stock Option Agreement will be substantially in a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. 5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant the Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement, and a copy of the Plan and the current Prospectus for the Plan (plus any additional documents required to be delivered under applicable laws), will be delivered to the Participant within a reasonable time after the Option is granted. The Plan, the Prospectus and other documents may be delivered in any manner (including electronic distribution or posting) that meets applicable legal requirements. 5.3 Exercise Period and Expiration Date. Options will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Stock Option Agreement, subject to the provisions of Section 5.6, and subject to Company policies established by the Committee (or by individuals to whom the Committee has delegated responsibility) from time to time with respect to vesting during leaves of absences. The Stock Option Agreement shall set forth the last date that the option may be exercised (the "Expiration Date"); provided that no Option will be exercisable after the expiration of ten years from the date the Option is granted; and provided further that no ISO granted to a Ten Percent Stockholder will be exercisable after the expiration of five years from the date the Option is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares subject to the Option as the Committee determines. 5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may be less than Fair Market Value (but not less than the par value of the Shares); provided that (i) the Exercise Price of an ISO will not be less than the Fair Market Value of the Shares on the date of grant and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Notwithstanding the foregoing, no more than 500,000 Shares annually (less any Shares that have been issued under the Plan as Stock Bonuses or as Restricted Stock Awards at a price of less than Fair Market Value on the date of grant) may be made subject to Options granted an Exercise Price that is less than Fair Market Value on the date of grant. Payment for the Shares purchased must be made in accordance with Section 8 of the Plan and the Stock Option Agreement. 5.5 Procedures for Exercise. A Participant or Authorized Transferee may exercise Options by following the procedures established by the Company's Stock Administration Department, as communicated and made available to Participants through the stock pages on the Intuit Legal Department intranet web site, and/or through the Company's electronic mail system. 5.6 Termination. (a) Vesting. Any Option granted to a Participant will cease to vest on the Participant's Termination Date, if the Participant is Terminated for any reason other than "total disability" (as defined in this Section 5.6(a)) or death (or his or her death occurs within three months of Termination). Any Option granted to a Participant who is an employee who has been actively employed by the Company or any Subsidiary for one year or more or a director will vest as to 100% of the Shares subject to such Option, if the Participant is Terminated due to "total disability" or death (or his or her death occurs within three months of Termination). For purposes of this Section 5.6(a), "total 3 disability" shall mean: (A) (i) for so long as such definition is used for purposes of the Company's group life insurance and accidental death and dismemberment plan or group long term disability plan, that the Participant is unable to perform each of the material duties of any gainful occupation for which the Participant is or becomes reasonably fitted by training, education or experience and which total disability is in fact preventing the Participant from engaging in any employment or occupation for wage or profit; or, (ii) if such definition has changed, such other definition of "total disability" as determined under the Company's group life insurance and accidental death and dismemberment plan or group long term disability plan; and (B) the Company shall have received from the Participant's primary physician a certification that the Participant's total disability is likely to be permanent. Any Option granted to an employee who is Terminated by the Company, or any Subsidiary or Parent within one year following the date of a Corporate Transaction, will immediately vest as to such number of Shares as the Participant would have been vested twelve months after the date of Termination had the Participant remained employed for that twelve month period. (b) Post-Termination Exercise Period. Following a Participant's Termination, the Participant's Option may be exercised to the extent vested as set forth in Section 5.6(a): (i) no later than 90 days after the Termination Date if a Participant is Terminated for any reason except death or Disability, unless a longer time period, not exceeding five years, is specifically set forth in the Participant's Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option; or (ii) no later than (A) twelve months after the Termination Date in the case of Termination due to Disability or (B) eighteen months after the Termination Date in the case of Termination due to death or if a Participant dies within three months of the Termination Date, unless a longer time period, not exceeding five years, is specifically set forth in the Participant's Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option. 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option; provided that the minimum number will not prevent a Participant from exercising an Option for the full number of Shares for which it is then exercisable. 5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under the Plan or under any other incentive stock option plan of the Company or any Parent or Subsidiary) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, the Options for the first $100,000 worth of Shares to become exercisable in that calendar year will be ISOs, and the Options for the Shares with a Fair Market Value in excess of $100,000 that become exercisable in that calendar year will be NQSOs. If the Code is amended after the Effective Date of the Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit shall be automatically incorporated into the Plan and will apply to any Options granted after the effective date of the amendment. 5.9 Notice of Disqualifying Dispositions of Shares Acquired on Exercise of an ISO. If a Participant ells or otherwise disposes of any Shares acquired pursuant to the exercise of an ISO on or before the later of (1) the date two years after the Date of Grant, and (2) the date one year after the exercise of the ISO (in either case, a "Disqualifying Disposition"), the Participant must immediately notify the Company in writing of such disposition. The Participant may be subject to income tax withholding by the Company on the compensation income recognized by the Participant from the Disqualifying Disposition. 5.10 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor; provided that any such action may not, without the written consent of Participant, impair any of Participant's rights under any Option previously granted; and provided, further that without stockholder approval, the modified, extended, renewed or new Option may not have a lower Exercise Price than the outstanding Option. Any outstanding ISO that is modified, extended, 4 renewed or otherwise altered shall be treated in accordance with Section 424(h) of the Code. The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants affected, by a written notice to them; provided, however, that unless prior stockholder approval is secured, the Exercise Price may not be reduced below that of the outstanding Option. 5.11 No Disqualification. Notwithstanding any other provision in the Plan, no term of the Plan relating to ISOs will be interpreted, amended or altered, and no discretion or authority granted under the Plan will be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code. 6. RESTRICTED STOCK AWARDS. The Committee may award Restricted Stock Awards under the Plan to any eligible person. The Committee will determine the number of Shares subject to the Restricted Stock Award, the Purchase Price, the restrictions on the Shares and all other terms and conditions of the Restricted Stock Award, subject to the following: 6.1 Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by Restricted Stock Purchase Agreement, which will be in substantially a form (which need not be the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. A Participant can accept a Restricted Stock Award only by signing and delivering to the Company a Restricted Stock Purchase Agreement, and full payment of the Purchase Price, within thirty days from the date the Restricted Stock Purchase Agreement was delivered to the Participant. If the Participant does not accept the Restricted Stock Award in this manner within thirty days, then the offer of the Restricted Stock Award will terminate, unless the Committee determines otherwise. 6.2 Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee, and may be less than Fair Market Value (but not less than the par value of the Shares) on the date the Restricted Stock Award is granted. Notwithstanding the foregoing, the Committee may not award Restricted Stock for more than 500,000 Shares annually (less any Shares that have been made subject to Options granted with an Exercise Price of less than Fair Market Value on the date of grant or Stock Bonuses) with a Purchase Price that is less than Fair Market Value on the date of grant. Payment of the Purchase Price must be made in accordance with Section 8 of the Plan and the Restricted Stock Purchase Agreement, and in accordance with any procedures established by the Company's Stock Administration Department, as communicated and made available to Participants through the stock pages on the Intuit Legal Department intranet web site, and/or through the Company's electronic mail system. 6.3 Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to all restrictions, if any, that the Committee may impose. These restrictions may be based on completion of a specified number of years of service with the Company or upon completion of the performance goals as set out in advance in the Participant's Restricted Stock Purchase Agreement, which shall be in substantially in a form (which need not be the same for each Participant) as the Committee or an officer of the Company (pursuant to Section 4.1(b)) shall from time to time approve, and shall comply with and be subject to the terms and conditions of the Plan and the Restricted Stock Purchase Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the payment for Shares to be purchased under any Restricted Stock Award, the Committee shall determine the extent to which such Restricted Stock Award has been earned. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria. 7. STOCK BONUSES. 7.1 Awards of Stock Bonuses. The Committee may award Stock Bonuses to any eligible person. No payment will be required for Shares awarded pursuant to a Stock Bonus. A Stock Bonus may be awarded for past services already rendered to the Company, or any Parent or Subsidiary pursuant to a Stock Bonus Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the 5 Committee has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. Notwithstanding the foregoing, the Committee may not award Stock Bonuses for more than 500,000 Shares annually (less any Shares that have been made subject to Options granted with an Exercise Price of less than Fair Market Value on the Date of Grant and any Shares that have been issued under the Plan as Restricted Stock at a Purchase Price of less than Fair Market Value on the date of grant). 7.2 Terms of Stock Bonuses. Stock Bonuses will be subject to all restrictions, if any, that the Committee imposes. These restrictions may be based upon completion of a specified number of years of service with the Company or upon completion of the performance goals as set out in advance in the Participant's Stock Bonus Agreement. The terms of Stock Bonuses may vary from Participant to Participant and between groups of Participants. Prior to the grant of a Stock Bonus, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the issuance of any Shares or other payment to a Participant pursuant to a Stock Bonus, the Committee will determine the extent to which the Stock Bonus has been earned. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonuses that are subject to different Performance Periods and having different performance goals and other criteria. 7.3 Form of Payment to Participant. The Committee will determine whether a Stock Bonus will be paid to the Participant in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value on the date of payment, and in either a lump sum payment or in installments. 7.4 Termination During Performance Period. If a Participant is Terminated during a Performance Period for any reason, then the Participant will be entitled to payment (whether in Shares, cash or otherwise) with respect to the Stock Bonus only to the extent earned as of the date of Termination in accordance with the Stock Bonus Agreement, unless the Committee determines otherwise. 8. PAYMENT FOR SHARE PURCHASES. 8.1 Payment. Payment for Shares purchased pursuant to the Plan may be made by any of the following methods (or any combination of such methods) that are described in the applicable Stock Option Agreement or other Award Agreement and that are permitted by law: (a) in cash (by check); (b) in the case of exercise by the Participant, Participant's guardian or legal representative or the authorized legal representative of Participants' heirs or legatees after Participant's death, by cancellation of indebtedness of the Company to the Participant; (c) by surrender of Shares that either: (1) were obtained by the Participant or Authorized Transferee in the public market; or (2) if the Shares were not obtained in the public market, they have been owned by the Participant or Authorized Transferee for more than six months and have been paid for within the meaning of SEC Rule 144 (and, if the Shares were purchased from the Company by use of a promissory note, the note has been fully paid with respect to the Shares); (d) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that a Participant who is not an employee of the Company may not purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; and provided, further, that the portion of the Purchase Price or Exercise Price equal to the par value of the Shares must be paid in cash. 6 (e) in the case of exercise by the Participant, Participant's guardian or legal representative or the authorized legal representative of Participants' heirs or legatees after Participant's death, by waiver of compensation due or accrued to Participant for services rendered; (f) by tender of property; or (g) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (1) through a "same day sale" commitment from Participant or Authorized Transferee and an NASD Dealer whereby the Participant or Authorized Transferee irrevocably elects to exercise the Option and to sell a portion of the Shares purchased in order to pay the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of the Shares to forward the Exercise Price directly to the Company; or (2) through a "margin" commitment from Participant or Authorized Transferee and an NASD Dealer whereby Participant or Authorized Transferee irrevocably elects to exercise the Option and to pledge the Shares purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of the Shares to forward the Exercise Price directly to the Company. 8.2 Loan Guarantees. The Committee may, in its sole discretion, help a Participant pay for Shares purchased under the Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 8.3 Issuance of Shares. Upon payment of the applicable Purchase Price or Exercise Price (or a commitment for payment from the NASD Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a "same-day sale" or "margin" commitment), and compliance with other conditions and procedures established by the Company for the purchase of shares, the Company shall issue the Shares registered in the name of Participant or Authorized Transferee (or in the name of the NASD Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a "same-day sale" or "margin" commitment) and shall deliver certificates representing the Shares (in physical or electronic form, as appropriate). The Shares may be subject to legends or other restrictions as described in Section 14 of the Plan. 9. WITHHOLDING TAXES. 9.1 Withholding Generally. Whenever Shares are to be issued under Awards granted under the Plan, the Company may require the Participant to pay to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate(s) for the Shares. If a payment in satisfaction of an Award is to be made in cash, the payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements. 9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may, in its sole discretion, allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Committee. 10. PRIVILEGES OF STOCK OWNERSHIP. No Participant or Authorized Transferee will have any rights as a stockholder of the Company with respect to any Shares until the Shares are issued to the Participant or Authorized Transferee. After Shares are issued to the Participant or Authorized Transferee, the Participant or Authorized Transferee will be a stockholder and have all the rights of a stockholder with respect to the Shares; provided, however, that if the Shares are Restricted Stock, any new, additional or different securities the Participant 7 or Authorized Transferee may become entitled to receive with respect to the Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided further, that the Participant or Authorized Transferee will have no right to retain such dividends or distributions with respect to Shares that are repurchased at the Participant's original Exercise Price or Purchase Price pursuant to Section 14. 11. TRANSFERABILITY. Except as otherwise provided in this Section 11, no Award and no interest therein, shall be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution and no Award may be made subject to execution, attachment or similar process. 11.1 Awards Other Than NQSOs. All Awards other than NQSO's shall be exercisable (a) during a Participant's lifetime only by Participant or the Participant's guardian or legal representative; and (b) after Participant's death, by the legal representative of the Participant's heirs or legatees. 11.2 NQSOs. During a Participant's lifetime an NQSO shall be exercisable by Participant or the Participant's guardian or legal representative, and with the permission of the Committee, may be transferred to an Authorized Transferee. 12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement a right to repurchase all or a portion of a Participant's Shares that are not "Vested" (as defined in the Award Agreement), following the Participant's Termination, at any time within ninety days after the later of (i) the Participant's Termination Date or (ii) the date the Participant purchases Shares under the Plan, for cash or cancellation of purchase money indebtedness with respect to Shares, at the Participant's original Exercise Price or Purchase Price; provided that upon assignment of the right to repurchase, the assignee must pay the Company, upon assignment of the right to repurchase, cash equal to the excess of the Fair Market Value of the Shares over the original Purchase Price. 13. CERTIFICATES. All certificates for Shares or other securities delivered under the Plan (whether in physical or electronic form, as appropriate) will be subject to stock transfer orders, legends and other restrictions that the Committee deems necessary or advisable, including without limitation restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system on which the Shares may be listed. 14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other transfer instruments approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company, to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under the Plan will be required to pledge and deposit with the Company all or part of the Shares purchased as collateral to secure the payment of the Participant's obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant's Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in a form that the Committee has from time to time approved. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be effective unless the Award is in compliance with all applicable state, federal and foreign securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system on which the Shares may then be listed, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company shall have no obligation to issue or deliver certificates for Shares under the Plan prior to (a) obtaining any approvals from governmental 8 agencies that the Company determines are necessary or advisable, and/or (b) completion of any registration or other qualification of such shares under any state, federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state, federal or foreign securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. 16. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted under the Plan shall confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way the right of the Company or any Parent or Subsidiary to terminate Participant's employment or other relationship at any time, with or without cause. 17. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with prior stockholder approval and the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Option previously granted with payment in cash, Shares or other consideration, based on such terms and conditions as the Committee and the Participant shall agree. 18. CORPORATE TRANSACTIONS. 18.1 Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be assumed or replaced by the successor corporation, which assumption or replacement shall be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation, if any, refuses to assume or replace the Awards, as provided above, pursuant to a Corporate Transaction or if there is no successor corporation due to a dissolution or liquidation of the Company, such Awards shall immediately vest as to 100% of the Shares subject thereto at such time and on such conditions as the Board shall determine and the Awards shall expire at the closing of the transaction or at the time of dissolution or liquidation. 18.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under Section 18.1, in the event of a Corporate Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation or sale of assets. 18.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in substitution of such other company's award, or (b) assuming such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such substitution or assumption shall be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under the Plan if the other company had applied the rules of the Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award shall remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 19. ADOPTION AND STOCKHOLDER APPROVAL. The Plan was adopted by the Board on October 24, 2002 (the "Adoption Date"). The Plan will become effective when approved by stockholders of the Company, consistent with applicable laws, within twelve months after the Adoption Date (the "Effective Date"). 20. TERM OF PLAN. The Plan will terminate ten years from the Adoption Date. 9 21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend the Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to the Plan. In addition, pursuant to Section 4.1(k), the Board has delegated to the Committee the authority to make certain amendments to the Plan. Notwithstanding the foregoing, neither the Board nor the Committee shall, without the approval of the stockholders of the Company, amend the Plan in any manner that requires such stockholder approval pursuant to the Code or the regulations promulgated thereunder as such provisions apply to ISO plans, or pursuant to the Exchange Act or any rule promulgated thereunder. In addition, no amendment that is detrimental to a Participant may be made to any outstanding Award without the consent of the Participant. 22. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders of the Company for approval, nor any provision of the Plan shall be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The Plan shall be unfunded. Neither the Company nor the Board shall be required to segregate any assets that may at any time be represented by Awards made pursuant to the Plan. Neither the Company, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan. 23. DEFINITIONS. As used in the Plan, the following terms shall have the following meanings: (a) "Authorized Transferee" means the permissible recipient, as authorized by this Plan and the Committee, of an NQSO that is transferred during the Participant's lifetime by the Participant by gift or domestic relations order. For purposes of this definition a "permissible recipient" is: (i) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption; (ii) any person (other than a tenant or employee) sharing the Participant's household; (iii) a trust in which the persons in (i) or (ii) have more than fifty percent of the beneficial interest; (iv) a foundation in which the persons in (i) or (ii) or the Participant control the management of assets; or (v) any other entity in which the person in (i) or (ii) or the Participant own more than fifty percent of the voting interest. (b) "Award" means any award under the Plan, including any Option, Restricted Stock or Stock Bonus. (c) "Award Agreement" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award. (d) "Board" means the Board of Directors of the Company. (e) "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (f) "Committee" means the committee appointed by the Board to administer the Plan, or if no committee is appointed, the Board. Each member of the Committee shall be (i) a "non-employee director" for purposes of Section 16 and Rule 16b-3 of the Exchange Act, and (ii) an "outside director" for purposes of Section 162(m) of the Code, unless the Board has fewer than two such outside directors. (g) "Company" means Intuit Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation. (h) "Corporate Transaction" means (a) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no 10 substantial change in the stockholders of the Company and the Awards granted under the Plan are assumed or replaced by the successor corporation, which assumption shall be binding on all Participants), (b) a dissolution or liquidation of the Company, (c) the sale of substantially all of the assets of the Company, (d) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company; or (e) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company). (i) "Disability" means a disability within the meaning of Section 22(e)(3) of the Code, as determined by the Committee. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. (k) "Exercise Price" means the price at which a Participant who holds an Option may purchase the Shares issuable upon exercise of the Option. (l) "Fair Market Value" means, as of any date, the value of a share of the Company's Common Stock determined as follows: (1) if such Common Stock is then quoted on the NASDAQ National Market, its last reported sale price on the NASDAQ National Market on such date or, if no such reported sale takes place on such date, the average of the closing bid and asked prices; (2) if such Common Stock is publicly traded and is then listed on a national securities exchange, the last reported sale price on such date or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; (3) if such Common Stock is publicly traded but is not quoted on the NASDAQ National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported by The Wall Street Journal, for the over-the-counter market; or (4) if none of the foregoing is applicable, by the Board of Directors in good faith. (m) "Insider" means an officer or director of the Company or any other person whose transactions in the Company's Common Stock are subject to Section 16 of the Exchange Act. (n) "ISO" means an Incentive Stock Option within the meaning of the Code. (o) "NASD Dealer" means broker-dealer that is a member of the National Association of Securities Dealers, Inc. (p) "NQSO" means a nonqualified stock option that does not qualify as an Incentive Stock Option within the meaning of the Code. (q) "Option" means an award of an option to purchase Shares pursuant to Section 5 of the Plan. (r) "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if at the time of the granting of an Award under the Plan, each of such 11 corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (s) "Participant" means a person who receives an Award under the Plan. (t) "Performance Award" means an award of Shares, or cash in lieu of Shares, pursuant to Section 8 of the Plan. (u) "Performance Factors" means the factors selected by the Committee from among the following measures to determine whether the performance goals established by the Committee and applicable to Awards have been satisfied: (1) Net revenue and/or net revenue growth; (2) Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth; (3) Operating income and/or operating income growth; (4) Net income and/or net income growth; (5) Earnings per share and/or earnings per share growth; (6) Total stockholder return and/or total stockholder return growth; (7) Return on equity; (8) Operating cash flow return on income; (9) Adjusted operating cash flow return on income; (10) Economic value added; and (11) Individual business objectives. (v) "Performance Period" means the period of service determined by the Committee, not to exceed five years, during which years of service or performance is to be measured for Restricted Stock Awards or Stock Bonuses. (w) "Plan" means this Intuit 2002 Equity Incentive Plan, as amended from time to time. (x) "Prospectus" means the prospectus relating to the Plan, as amended from time to time, that is prepared by the Company and delivered or made available to Participants pursuant to the requirements of the Securities Act. (y) "Purchase Price" means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option. (z) "Restricted Stock Award" means an award of Shares pursuant to Section 6 of the Plan. (aa) "SEC" means the Securities and Exchange Commission. (bb) "Securities Act" means the Securities Act of 1933, as amended, and the regulations promulgated thereunder. 12 (cc) "Shares" means shares of the Company's Common Stock $0.01 par value, reserved for issuance under the Plan, as adjusted pursuant to Sections 2 and 19, and any successor security. (dd) "Stock Bonus" means an award of Shares, or cash in lieu of Shares, pursuant to Section 7 of the Plan. (ee) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. (ff) "Ten Percent Stockholder" means any person who directly or by attribution owns more than ten percent of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary. (gg) "Termination" or "Terminated" means, for purposes of the Plan with respect to a Participant, that the Participant has ceased to provide services as an employee, director, consultant, independent contractor or adviser, to the Company or a Parent or Subsidiary; provided that a Participant shall not be deemed to be Terminated if the Participant is on a leave of absence approved by the Committee or by an officer of the Company designated by the Committee; and provided further, that during any approved leave of absence, vesting of Awards shall be suspended or continue in accordance with guidelines established from time to time by the Committee. Subject to the foregoing, the Committee shall have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the "Termination Date"). 13 EX-4.03 4 f86569orexv4w03.txt EXHIBIT 4.03 Exhibit 4.03 INTUIT INC. 1996 EMPLOYEE STOCK PURCHASE PLAN As Adopted by the Board on October 7, 1996 And Approved by Stockholders on November 25, 1996 As Amended by the Board on October 24, 2001 And Approved by Stockholders on January 18, 2002 As Amended by the Compensation Committee on January 15, 2002 And As Most Recently Amended by the Board on October 9, 2002 And Approved by Stockholders on December 12, 2002 1. ESTABLISHMENT OF PLAN. The Company proposes to grant options for purchase of the Company's Common Stock, $0.01 par value, to eligible employees of the Company and Participating Subsidiaries pursuant to this Plan. A total of 4,900,000 shares of the Company's Common Stock is reserved for issuance under this Plan. Such number shall be subject to adjustments effected in accordance with Section 14 of this Plan. The Company intends this Plan to qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed. Capitalized terms not defined in the text are defined in Section 26 below. Any term not expressly defined in this Plan that is defined in Section 423 of the Code shall have the same definition herein. 2. PURPOSE. The purpose of this Plan is to provide eligible employees of the Company and Participating Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees' sense of participation in the affairs of the Company and Participating Subsidiaries, and to provide an incentive for continued employment. 3. ADMINISTRATION. This Plan shall be administered by the Committee. Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan and any agreement or document executed pursuant to this Plan shall be determined by the Committee and its decisions shall be final and binding upon all Participants. The Committee shall have full power and authority to prescribe, amend and rescind rules and regulations relating to this Plan, including determining the forms and agreements used in connection with this Plan; provided that the Committee may delegate to the President, the Chief Financial Officer or the officer in charge of Human Resources, in consultation with the General Counsel or her designee, the authority to approve revisions to the forms and agreements used in connection with this Plan that are designed to facilitate administration of the Plan and that are not inconsistent with the Plan or with any resolutions of the Committee relating to the Plan. The Committee may amend this Plan, except for amendments described in Section 25 that require Board and stockholder approval. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Committee members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. Intuit Inc. 1996 Employee Stock Purchase Plan 4. ELIGIBILITY. (a) Prior to the Offering Period commencing December 16, 2001, any employee of the Company or of any Participating Subsidiary is eligible to participate in an Offering Period under this Plan, except the following: (i) employees who are not employed fifteen (15) days before the beginning of such Offering Period; (ii) employees who are customarily employed for less than twenty (20) hours per week; (iii) employees who are customarily employed for less than five (5) months in a calendar year; and (iv) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries. (b) Effective with the Offering Period commencing December 16, 2001, any employee of the Company or of any Participating Subsidiary is eligible to participate in an Offering Period under this Plan, except the following: (i) employees who are not employed fifteen (15) days before the beginning of such Offering Period; and (ii) employees who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its Subsidiaries. (c) An individual who provides services to the Company, or any Participating Subsidiary, as an independent contractor shall not be considered an "employee" for purposes of this Section 4 or this Plan, and shall not be eligible to participate in the Plan, except during such periods as the Company or the Participating Subsidiary, as applicable, is required to withhold U.S. federal employment taxes for the individual. This exclusion from participation shall apply even if the individual is reclassified as an employee, rather than an independent contractor, for any purpose other than U.S. federal employment tax withholding. -2- Intuit Inc. 1996 Employee Stock Purchase Plan 5. OFFERING DATES. (a) Prior to the Offering Period commencing June 16, 2001, Offering Periods shall be of six (6) months duration commencing on December 16 and June 16 of each year and ending on June 15 and December 15 of each year, except for the first and second Offering Periods under this Plan. The first Offering Period began on January 1, 1997 and ended on June 30, 1997, and the second Offering Period began on July 1, 1997 and ended on December 15, 1997. (b) Effective with the Offering Period commencing June 16, 2001, Offering Periods shall be of twelve (12) months duration commencing on December 16 and June 16 of each year and ending on the following December 15 and June 15. Each Offering Period shall consist of two six-month Accrual Periods during which payroll deductions of the Participants are accumulated under this Plan. (c) Effective with the Offering Period commencing June 16, 2003, Offering Periods shall be of twelve (12) months duration commencing on each June 16, September 16, December 16 and March 16 and ending on the following June 15, September 15, December 15 and March 15, respectively. Each Offering Period shall consist of four three-month Accrual Periods during which payroll deductions of the Participants are accumulated under this Plan. The Offering Period commencing December 16, 2002 shall be a transitional Offering Period of twelve (12) months duration comprised of one six-month Accrual Period commencing on December 16, 2002 and ending on June 15, 2003 and two three-month Accrual Periods, the first commencing on June 16, 2003 and ending on September 15, 2003 and the second commencing on September 16, 2003 and ending on December 15, 2003. (d) The Board shall have the power to change the duration of Offering Periods with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected. 6. PARTICIPATION IN THIS PLAN. An eligible employee may become a Participant in an Offering Period on the first Offering Date after satisfying the eligibility requirements by following the enrollment procedures established by the Company and enrolling in the Plan by the enrollment deadline established by the Company before such Offering Date. The enrollment deadline shall be the same for all eligible employees with respect to a given Offering Period. An eligible employee who does not timely enroll after becoming eligible to participate in such Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such employee follows the enrollment procedures established by the Company and enrolls in this Plan by the enrollment deadline established by the Company before a subsequent Offering Date. A Participant will automatically participate in each Offering Period commencing immediately following the last day of the prior Offering Period unless he or she withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as set forth in Sections 11 or 12 below. A Participant is not required to file any additional agreement in order to continue participation in this Plan. An employee may only participate in one Offering Period at a time. 7. GRANT OF OPTION ON ENROLLMENT. Enrollment by an eligible employee in this Plan with respect to an Offering Period will constitute the grant (as of the Offering Date) by the Company to such Participant of an option to purchase on the Purchase Date up to that number of shares of Common Stock of the Company determined by dividing (a) the amount accumulated in such employee's payroll deduction account during the applicable Accrual Period in such Offering Period by (b) the lower of (i) eighty-five percent (85%) of the Fair Market Value of a share of the Company's Common Stock on the Offering Date (but in no event less than the par value of a share of the Company's Common Stock), or (ii) eighty-five percent (85%) of the Fair Market Value of a share of -3- Intuit Inc. 1996 Employee Stock Purchase Plan the Company's Common Stock on the Purchase Date (but in no event less than the par value of a share of the Company's Common Stock); provided, however, that the number of shares of the Company's Common Stock subject to any option granted pursuant to this Plan shall not exceed the maximum number of shares which may be purchased pursuant to Sections 10(a), 10(b) or 10(c) below with respect to the applicable Accrual Period. The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 8 hereof. 8. PURCHASE PRICE. The purchase price per share at which a share of Common Stock will be sold to Participants in any Offering Period shall be eighty-five percent (85%) of the lesser of: (a) The Fair Market Value on the Offering Date; or (b) The Fair Market Value on the Purchase Date; provided, however, that in no event may the purchase price per share of the Company's Common Stock be below the par value per share of the Company's Common Stock. 9. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF SHARES. (a) The purchase price of the shares is accumulated by regular payroll deductions made during each Accrual Period in an Offering Period. The deductions are made as a percentage of the Participant's compensation in one percent (1%) increments not less than two percent (2%), nor greater than ten percent (10%) or such lower limit set by the Committee. Compensation shall mean base salary and commissions. Payroll deductions shall commence on the first payday of each Accrual Period and shall end on the last payday that occurs in such Accrual Period unless sooner altered or terminated as provided in this Plan. Notwithstanding the foregoing, if the last payday that occurs in an Accrual Period is within five business days prior to the Purchase Date, the last payday may be deemed to be the immediately preceding payday, provided that such determination is made and announced prior to the scheduled beginning of the applicable Accrual Period. (b) A Participant may change the rate of payroll deductions during an Offering Period as set forth below: (i) Effective for Offering Periods commencing on or before December 16, 2002 (and through the first six-month Accrual Period in such Offering Period), a Participant may lower (but not increase) the rate of payroll deductions during an Offering Period by filing with the Company a new authorization for payroll deductions, in which case the new rate shall become effective after the Company's receipt of the authorization in accordance with the Company's administrative procedures for the Plan and shall continue for the remainder of the Offering Period unless changed as described below. Such change lowering the rate of payroll deductions may be made at any time during an Offering Period, but not more than one (1) change may be made effective during any Accrual Period. A Participant who lowers his or her rate of payroll deduction during an Accrual Period may later request to cease payroll deductions during the same Accrual Period under Section 9(c) below through the first six-month Accrual Period in the Offering Period commencing December 16, 2002. (ii) Effective beginning with the first three-month Accrual Period in the Offering Period commencing December 16, 2002 and for each subsequent Offering Period, a Participant may lower or increase the rate of payroll deductions to be effective with the next Accrual Period in the Offering Period in which the Participant is enrolled by filing with the Company a new authorization -4- Intuit Inc. 1996 Employee Stock Purchase Plan for payroll deductions. The Participant must file the authorization before the beginning of the next Accrual Period during the same time period as enrollment is open under Section 6 above. (c) A Participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the Company a new authorization for payroll deductions before the beginning of such Offering Period by the deadline established by the Company and in accordance with the Company's administrative procedures for the Plan. (d) Effective with the Offering Period commencing December 16, 2000 and ending with the first six-month Accrual Period in the Offering Period commencing December 16, 2002, a participant may reduce his or her payroll deduction rate to zero during an Offering Period by filing with the Company a request to cease payroll deductions. Such request shall be effective after the Company's receipt of the request in accordance with the Company's administrative procedures for the Plan and provided the payroll deduction suspension request is made by the deadline established by the Company no further payroll deductions will be made for the duration of the Offering Period. Payroll deductions credited to the Participant's account prior to the effective date of the request shall be used to purchase shares of Common Stock of the Company in accordance with Section 9(e) below. A Participant may not resume making payroll deductions during the Offering Period in which he or she reduces his or her payroll deduction rate to zero. Unless the Participant elects to withdraw effective following the purchase in accordance with Section 11 below, the Participant's payroll deductions will automatically restart for the Offering Period that begins immediately following the Purchase Date at the rate that was in effect before the Participant filed his or her request to cease payroll deductions. (e) All payroll deductions made for a Participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No interest accrues on the payroll deductions. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. (f) On each Purchase Date, so long as this Plan remains in effect and provided that the Participant has not timely submitted a signed and completed withdrawal form before that date which notifies the Company that the Participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the Participant as of that date returned to the Participant, the Company shall apply the funds then in the Participant's account to the purchase of whole shares of Common Stock reserved under the option granted to such Participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The purchase price per share shall be as specified in Section 8 of this Plan. Effective with the Offering Period commencing June 16, 2001, any cash remaining in a Participant's account after such purchase of shares because the amount is insufficient to purchase a whole share shall be returned to the Participant, without interest. Prior to the Offering Period commencing June 16, 2001, any cash remaining in a Participant's account after such purchase of shares because the amount is insufficient to purchase a whole share shall be carried forward, without interest, into the next Accrual Period. Any cash remaining in a Participant's account after such purchase due to the limitations in Section 10 below shall be returned to the Participant, without interest. Subject to Section 12 below, no Common Stock shall be purchased on a Purchase Date on behalf of any employee or former employee whose participation in this Plan has terminated prior to such Purchase Date. (g) As promptly as practicable after the Purchase Date, the Company shall issue shares representing the shares purchased. (h) During a Participant's lifetime, such Participant's option to purchase shares hereunder is exercisable only by him or her. The Participant will have no interest or voting right in shares -5- Intuit Inc. 1996 Employee Stock Purchase Plan covered by his or her option until such option has been exercised. Shares issued for the benefit of a Participant under this Plan will be issued to an account in the name of the Participant or in the name of the Participant and his or her spouse. 10. LIMITATIONS ON SHARES TO BE PURCHASED. (a) No Participant shall be entitled to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which the employee is a Participant in this Plan. (b) No more than twice the number of shares that the Participant could have purchased at the price on an Offering Date may be purchased by a Participant on any single Purchase Date within that Offering Period. (c) No Participant shall be entitled to purchase more than the Maximum Share Amount on any single Purchase Date. Prior to the commencement of any Offering Period, the Committee may, in its sole discretion, set a Maximum Share Amount. In no event shall the Maximum Share Amount exceed the amounts permitted under Section 10(b) above. If a new Maximum Share Amount is set, then all Participants must be notified of such Maximum Share Amount prior to the deadline established by the Company to enroll or change the rate of payroll deductions for the next Offering Period. Once the Maximum Share Amount is set, it shall continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (d) If the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares to be purchased under a Participant's option to each Participant affected thereby. (e) Any payroll deductions accumulated in a Participant's account which are not used to purchase stock due to the limitations in this Section 10 shall be returned to the Participant as soon as practicable after the end of the applicable Accrual Period, without interest. 11. WITHDRAWAL. (a) Each Participant may withdraw from an Offering Period under this Plan by withdrawing from the Plan in accordance to the procedures established by the Company by the deadline established by the Company for withdrawals. (b) Upon withdrawal from this Plan, the accumulated payroll deductions shall be returned to the withdrawn Participant, without interest, and his or her interest in this Plan shall terminate. In the event a Participant withdraws from this Plan in accordance with Section 11(a), he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth above in Section 6 for initial participation in this Plan. (c) If the Fair Market Value on the first day of a current Offering Period in which a Participant is enrolled is higher than the Fair Market Value on the first day of any subsequent Offering -6- Intuit Inc. 1996 Employee Stock Purchase Plan Period, the current Offering Period will end following the Purchase Date and the Company will automatically enroll such Participant in the Offering Period that begins immediately following the Purchase Date. Any funds accumulated in the Participant's account prior to the first day of such subsequent Offering Period will be applied to the purchase of shares on the Purchase Date immediately prior to the first day of such subsequent Offering Period. A Participant does not need to file any forms with the Company to automatically be enrolled in the subsequent Offering Period in accordance with this Section 11(c). 12. TERMINATION OF EMPLOYMENT. (a) Effective with the Offering Period commencing December 16, 2001 and ending with the Purchase Date of the first six-month Accrual Period in the Offering Period commencing December 16, 2002, if a Participant terminates employment for any reason within ninety (90) days prior to a Purchase Date, payroll deductions credited to the Participant's account prior to the date his or her employment terminates shall be used to purchase shares of Common Stock of the Company in accordance with Section 9(f) above. If, however, the Participant or, in the event of the Participant's death, the Participant's legal representative, elects to withdraw from the Plan in accordance with Section 11 above, payroll deductions credited to the Participant's account prior to the date his or her employment terminates shall be returned to the Participant or, in the case of his or her death, to his or her legal representative, without interest. If a Participant terminates employment for any reason more than ninety (90) days prior to a Purchase Date, payroll deductions credited to the Participant's account prior to the date his or her employment terminates shall be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. (b) Prior to the Offering Period commencing December 16, 2001 and effective immediately following the first Purchase Date of the Offering Period commencing December 16, 2002 and for subsequent Offering Periods, termination of a Participant's employment for any reason, including retirement, death or the failure of a Participant to remain an eligible employee under Section 4 above, immediately terminates his or her participation in this Plan. In such event, the payroll deductions credited to the Participant's account will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. (c) For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain an eligible employee in the case of sick leave, military leave, or any other leave of absence approved by the Committee; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. 13. RETURN OF PAYROLL DEDUCTIONS. In the event a Participant's interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated, the Company shall promptly deliver to the Participant all payroll deductions credited to such Participant's account. No interest shall accrue on the payroll deductions of a Participant in this Plan. 14. CAPITAL CHANGES. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under this Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option, as well as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the -7- Intuit Inc. 1996 Employee Stock Purchase Plan Common Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration"; and provided further, that the price per share of Common Stock shall not be reduced below its par value per share. Such adjustment shall be made by the Board, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. In the event of the proposed dissolution or liquidation of the Company, each Offering Period will terminate immediately prior to the consummation of such proposed action and the accrued payroll deductions will be returned to each Participant without interest, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, shorten each Offering Period in progress and establish a new Purchase Date (the "Special Purchase Date") upon which the accrued payroll deductions of each Participant who does not elect to withdraw his or her payroll deductions will be used to purchase whole shares with any remaining cash balance in a Participant's account being returned to such Participant as soon as administratively practicable following the Special Purchase Date. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another corporation, each option under this Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event the successor corporation does not assume or substitute such options, the Board shall shorten each Offering Period in progress and establish a Special Purchase Date upon which the accrued payroll deductions of each Participant who does not elect to withdraw his or her payroll deductions will be used to purchase whole shares with any remaining cash balance in a Participant's account being returned to such Participant as soon as administratively practicable following the Special Purchase Date. The price at which each share may be purchased on such Special Purchase Date shall be calculated in accordance with Section 8 above as if "Purchase Date" were replaced by "Special Purchase Date". The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock, or in the event of the Company being consolidated with or merged into any other corporation; provided, that the price per share of Common Stock shall not be reduced below its par value per share. 15. NONASSIGNABILITY. Neither payroll deductions credited to a Participant's account nor any rights with regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 22 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect. 16. REPORTS. Individual accounts will be maintained for each Participant in this Plan. Each Participant shall receive promptly after the end of each Offering Period a report of his or her account setting forth the total payroll deductions accumulated, the number of shares purchased, the per share price thereof and any cash remaining in the Participant's account after the shares are purchased. 17. NOTICE OF DISPOSITION. Effective January 1, 2003, in order that the Company may properly report the compensation attributable to a Participant's disposition of shares purchased under this Plan, the Company may require Participants to keep shares purchased under this Plan in an -8- Intuit Inc. 1996 Employee Stock Purchase Plan account established with a broker dealer approved by the Company until the Participant sells, gifts or transfers such shares by descent or distribution. Prior to such Offering Period, each Participant may be required to notify the Company if the Participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within the Notice Period. The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired pursuant to this Plan requesting the Company's transfer agent to notify the Company of any transfer of the shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates. 18. NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to remain in the employ of the Company or any Subsidiary, or restrict the right of the Company or any Subsidiary to terminate such employee's employment. 19. EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an "employee stock purchase plan" within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 423. This Section 19 shall take precedence over all other provisions in this Plan. 20. NOTICES. All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 21. TERM; STOCKHOLDER APPROVAL. This Plan became effective October 7, 1996, the date on which it was adopted by the Board and was approved by the stockholders of the Company, in a manner permitted by applicable corporate law, within twelve (12) months after the date this Plan was adopted by the Board. No purchase of shares pursuant to this Plan occurred prior to such stockholder approval. This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board (which termination may be effected by the Board at any time), (b) issuance of all of the shares of Common Stock reserved for issuance under this Plan, or (c) ten (10) years from the adoption of this Plan by the Board. -9- Intuit Inc. 1996 Employee Stock Purchase Plan 22. DEATH OF A PARTICIPANT. (a) Effective with the Offering Period commencing December 16, 2001 and ending with the Purchase Date of the first six-month Accrual Period in the Offering Period commencing December 16, 2002, in the event of a Participant's death, payroll deductions in his or her account shall, in accordance with Section 12(a) above, and the Participant's will or the laws of descent and distribution to the extent consistent with this Plan, either (i) purchase Shares on the next Purchase Date in accordance with Section 12(a); or (ii) be refunded to the Participant's legal representative in accordance with Section 9(f). Effective immediately following the first Purchase Date of the Offering Period commencing December 16, 2002 and for subsequent Offering Periods in the event of a Participant's death, payroll deductions in his or her account shall be refunded to the Participant's legal representative in accordance with Section 9(f). Any shares purchased under the Plan on behalf of a Participant are to be treated in accordance with the Participant's will or the laws of descent and distribution. (b) Prior to the Offering Period commencing December 16, 2001, a Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant's account under this Plan in the event of such Participant's death subsequent to the end of an Offering Period but prior to delivery to him of such shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant's account under this Plan in the event of such Participant's death prior to a Purchase Date.) Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under this Plan who is living at the time of such Participant's death, the Company shall deliver such shares or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 24. APPLICABLE LAW. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of California. 25. AMENDMENT OR TERMINATION OF THIS PLAN. The Committee may at any time amend, terminate or extend the term of this Plan, except that any such termination cannot affect options previously granted under this Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right of any Participant. Notwithstanding the foregoing, the Board must make any amendment that would: (a) increase the number of shares that may be issued under this Plan; (b) change the designation of the employees (or class of employees) eligible for participation in this Plan; or -10- Intuit Inc. 1996 Employee Stock Purchase Plan (c) constitute an amendment for which stockholder approval is required by any stock exchange or automated quotation system upon which the shares may then be listed. Each such amendment, except for an amendment under Section 25(b) above, requires stockholder approval of the Company to be obtained. Such stockholder approval must be obtained, in a manner permitted by applicable corporate law, within twelve (12) months of the adoption of such amendment by the Board. Notwithstanding the prohibition against affecting options previously granted under this Plan, this Plan or an Offering Period may be terminated by the Board on a Purchase Date or by the Board's setting a new Purchase Date with respect to an Offering Period then in progress if the Board determines that termination of the Plan and/or the Offering Period is in the best interests of the Company and the stockholders or if continuation of the Plan and/or the Offering Period would cause the Company to incur adverse accounting charges as a result of a change in the generally accepted accounting rules or interpretations thereof that are applicable to this Plan. 26. DEFINITIONS. (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Committee" means a committee appointed by the Board. If two or more members of the Board are Outside Directors, the Committee will be comprised of at least two (2) members of the Board, all of whom are Outside Directors. If no Committee has been established references to the "Committee" shall mean the Board. (d) "Company" means Intuit Inc., a Delaware corporation. (e) "Fair Market Value" means as of any date, the value of a share of the Company's Common Stock determined as follows: (i) if such Common Stock is then quoted on the Nasdaq National Market, its last reported sale price on the Nasdaq National Market or, if no such reported sale takes place on such date, the average of the closing bid and asked prices; (ii) if such Common Stock is publicly traded and is then listed on a national securities exchange, its last reported sale price or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; (iii) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market or listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported in The Wall Street Journal, for the over-the-counter market; or -11- Intuit Inc. 1996 Employee Stock Purchase Plan (iv) if none of the foregoing is applicable, by the Board in good faith. (f) "Maximum Share Amount" means the maximum number of shares which may be purchased by any employee at any single Purchase Date. (g) "Notice Period" is the period beginning two (2) years from the Offering Date and one (1) year from the Purchase Date on which such shares were purchase. (h) "Offering Date" is the first business day of each Offering Period. (i) "Offering Period" means through the Offering Period commencing June 16, 2002, a twelve-month period containing two six-month Accrual Periods. Effective with the Offering Period commencing June 16, 2003, Offering Period means a twelve-month period containing four three-month Accrual Periods. The transitional Offering Period commencing December 16, 2002 shall be a twelve-month period containing one six-month Accrual Period and two three-month Accrual Periods. Effective prior to June 16, 2001, the Offering Period was six-months in length and contained one six-month Accrual Period. (j) "Outside Directors" means outside directors within the meaning of Code Section 162(m). (k) "Participating Subsidiaries" means Subsidiaries that have been designated by the Board from time to time as eligible to participate in this Plan, (l) "Plan" means this Intuit Inc. 1996 Employee Stock Purchase Plan, as amended from time to time. (m) "Parent Corporation" and "Subsidiary" (collectively, "Subsidiaries") shall have the same meanings as "parent corporation" and "subsidiary corporation" in Code Sections 424(e) and 424(f). (n) "Participant" means an employee who meets the eligibility requirements of Section 4 above and timely enrolls in the Plan in accordance with Section 6 above. (o) "Purchase Date" is the last business day of each Accrual Period. (p) "Accrual Period" means prior to June 16, 2003, a six-month period during which payroll deductions are accumulated and effective June 16, 2003 means, a three-month period during which payroll deductions are accumulated. (q) "Reserves" means (i) the number of shares of Common Stock covered by each option under this Plan which has not yet been exercised and (ii) the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option. -12- EX-4.04 5 f86569orexv4w04.txt EXHIBIT 4.04 Exhibit 4.04 INTUIT INC. 1996 DIRECTORS STOCK OPTION PLAN As Adopted by the Board on October 7, 1996 and Approved by Stockholders on November 25, 1996 As Most Recently Amended by the Board on October 9, 2002 And Approved by Stockholders on December 12, 2002 1. PURPOSE. This 1996 Directors Stock Option Plan (this "Plan") is established to provide equity incentives for non-employee members of the Board of Directors of Intuit Inc. (the "Company"), who are described in Section 6.1 below, by granting such persons options to purchase shares of stock of the Company. 2. ADOPTION AND STOCKHOLDER APPROVAL. This Plan became effective on October 7, 1996, (the "Effective Date"), the date on which it was adopted by the Board of Directors of the Company (the "Board") and was approved by the stockholders of the Company, consistent with applicable laws on November 25, 1996. The amendments to the Plan that were approved by the Board on October 9, 2002 are subject to stockholder approval and become effective on the date on which they are approved by the Company's stockholders (the "Amendment Approval Date"). No stock option that is granted as a result of any increase in the number of shares authorized to be issued under this Plan shall be exercised prior to the time such increase has been approved by the stockholders of the Company and all such options granted pursuant to such increase shall terminate if such stockholder approval is not obtained. 3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan ("Options") shall be non-qualified stock options. The shares of stock that may be purchased upon exercise of Options granted under this Plan are shares of the Common Stock of the Company (the "Shares"). 4. NUMBER OF SHARES. The maximum number of Shares that may be issued pursuant to Options granted under this Plan (the "Maximum Number") is 1,050,000 Shares, subject to adjustment as provided in Section 11 of this Plan. If any Option is terminated for any reason without being exercised in whole or in part, the Shares thereby released from such Option shall be available for purchase under other Options granted under this Plan. At all times during the term of this Plan, the Company shall reserve and keep available such number of Shares as shall be required to satisfy the requirements of outstanding Options granted under this Plan; provided, however, that if the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan equals or exceeds the Maximum Number, then notwithstanding anything herein to the contrary, no further Options may be granted under this Plan until the Maximum Number is increased or the aggregate number of Shares subject to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan is less than the Maximum Number. 5. ADMINISTRATION. This Plan shall be administered by the Board. The interpretation by the Board of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding upon the Company and all persons having an interest in any Option or any Shares purchased pursuant to an Option. Intuit Inc. 1996 Directors Stock Option Plan 6. ELIGIBILITY AND AWARD FORMULA. 6.1 Eligibility. Options shall be granted only to directors of the Company who are not current or former employees of the Company or any Parent, Subsidiary or Affiliate of the Company, as those terms are defined in Section 17 below (each such person referred to as a "Non-Employee Director"). 6.2 Initial Grant. Each Non-Employee Director who first becomes a member of the Board will automatically be granted an Option for 45,000 Shares (each such Option referred to as the "Initial Grant"). 6.3 Succeeding Grants. On each anniversary of an Initial Grant, each Non-Employee Director will automatically be granted an Option for 15,000 Shares (each such Option referred to as a "Succeeding Grant"). 6.4 Audit Committee Grants. Each Non-Employee Director who is appointed as a new member to the Audit Committee after the Amendment Approval Date will automatically be granted an Option for 5,000 shares on the day he or she is appointed. On each anniversary of a Non-Employee Director's first Option grant pursuant to this Section 6.4 on which the Non-Employee Director is a member of the Audit Committee, the Non-Employee Director will automatically be granted another 5,000 share Option (each such Option referred to as an "Audit Committee Grant"). 6.5 Compensation Committee Grants. Each Non-Employee Director who is appointed as a new member to the Compensation Committee after the Amendment Approval Date will automatically be granted an Option for 5,000 shares on the day he or she is appointed. On each anniversary of a Non-Employee Director's first Option grant pursuant to this Section 6.5 on which the Non-Employee Director is a member of the Compensation Committee, the Non-Employee Director will automatically be granted another 5,000 share Option (each such Option referred to as a "Compensation Committee Grant"). 6.6 Nominating & Governance Committee Grants. On the Amendment Approval Date, each member of the Nominating & Governance Committee will automatically be granted an Option for 5,000 Shares. Each Non-Employee Director who is appointed as a new member to the Nominating & Governance Committee after the Amendment Approval Date will automatically be granted an Option for 5,000 shares on the day he or she is appointed. On each anniversary of a Non-Employee Director's first Option grant pursuant to this Section 6.6 on which the Non-Employee Director is a member of the Nominating & Governance Committee, the Non-Employee Director will automatically be granted another 5,000 share Option (each such Option referred to as a "Nominating & Governance Committee Grant"). 7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to Section 6 above: 7.1 Form of Option Grant. Each Option granted under this Plan shall be evidenced by a written Stock Option Grant ("Grant") in such form (which need not be the same for each Non-Employee Director) as the Board or its delegees shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of this Plan. 7.2 Vesting. 2 Intuit Inc. 1996 Directors Stock Option Plan (a) Options granted prior to February 19, 1999 shall become exercisable as they vest according to the following vesting schedule: each Initial Grant and Succeeding Grant will vest as to twenty-five percent (25%) of the Shares upon the first anniversary of the date such Option is granted and an additional 2.0833% of the Shares each month thereafter, so long as the Non-Employee Director continuously remains a director or a consultant of the Company. (b) Options granted under this Plan on or after February 19, 1999 but prior to November 30, 1999 shall be fully vested and exercisable on the date of grant. (c) Initial Grants and Succeeding Grants granted on or after November 30, 1999 shall become exercisable as they vest according to the following vesting schedule: (i) each Initial Grant will vest as to 25% of the Shares upon the first anniversary of the date such Option is granted and an additional 2.0833% of the Shares each month thereafter and become fully vested on the fourth anniversary of the date of grant, so long as the Non-Employee Director continuously remains a director or a consultant of the Company, (ii) each Succeeding Grant will vest as to 50% of the Shares upon the first anniversary of the date such Option is granted and an additional 4.1666% of the Shares each month thereafter and become fully vested on the second anniversary of the date of grant, so long as the Non-Employee Director continuously remains a director or a consultant of the Company. (d) Each Audit Committee Grant, each Compensation Committee Grant and each Nominating & Governance Committee Grant shall become exercisable as it vests as to 8.333% of the Shares each month following the date of grant and become fully vested on the first anniversary of the date of grant, so long as the Non-Employee Director continuously remains a director or a consultant of the Company. (e) Any Option granted to an Non-Employee Director will vest as to 100% of the Shares subject to such Option, if the Non-Employee Director ceases to be a member of the Board or a consultant of the Company due to "total disability" or death (or his or her death occurs within three months of the Termination Date). For purposes of this Section 7.2(e), "total disability" shall mean: (A) (i) for so long as such definition is used for purposes of the Company's group life insurance and accidental death and dismemberment plan or group long term disability plan, that the Non-Employee Director is unable to perform each of the material duties of any gainful occupation for which the Non-Employee Director is or becomes reasonably fitted by training, education or experience and which total disability is in fact preventing the Non-Employee Director from engaging in any employment or occupation for wage or profit; or, (ii) if such definition has changed, such other definition of "total disability" as determined under the Company's group life insurance and accidental death and dismemberment plan or group long term disability plan; and (B) the Company shall have received from the Non-Employee Director's primary physician a certification that the Non-Employee Director's total disability is likely to be permanent. 7.3 Exercise Price. The exercise price of an Option shall be the Fair Market Value (as defined in Section 17.4) of the Shares at the time that the Option is granted. 7.4 Termination of Option. Except as provided below in this Section, each Option shall expire ten (10) years after its date of grant (the "Expiration Date"). The Option shall expire when the Non-Employee Director ceases to be a member of the Board or a consultant of the Company. The date on which the Non-Employee Director ceases to be a member of the Board or a consultant of the Company shall be referred to as the "Termination Date." An Option may be exercised after the Termination Date only as set forth below: 3 Intuit Inc. 1996 Directors Stock Option Plan (a) Termination Generally. If the Non-Employee Director ceases to be a member of the Board or consultant of the Company for any reason except death or disability, then each Option to the extent then vested (as determined by Section 7.2 of this Plan) then held by such Non-Employee Director may be exercised by the Non-Employee Director within seven (7) months after the Termination Date, but in no event later than the Expiration Date. (b) Death or Disability. If the Non-Employee Director ceases to be a member of the Board or consultant of the Company because of the death of the Non-Employee Director or the disability of the Non-Employee Director within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), then each Option to the extent then vested (as determined by Section 7.2 of this Plan) then held by such Non-Employee Director may be exercised by the Non-Employee Director (or the Non-Employee Director's legal representative) within twelve (12) months after the Termination Date, but in no event later than the Expiration Date. 8. EXERCISE OF OPTIONS. 8.1 Exercise Period. Subject to the provisions of Section 8.5 below, Options granted on or after February 19, 1999 but prior to November 30, 1999 shall be fully vested and exercisable on the date of grant. Options granted prior to February 19, 1999 and Options granted on or after November 30, 1999 shall be exercisable as they vest. 8.2 Notice. Options may be exercised only by delivery to the Company of an exercise agreement in a form approved by the Board or its delegees stating the number of Shares being purchased, the restrictions imposed on the Shares and such representations and agreements regarding the Non-Employee Director's investment intent and access to information as may be required by the Company to comply with applicable securities laws, together with payment in full of the exercise price for the number of Shares being purchased. 8.3 Payment. Payment for the Shares purchased upon exercise of an Option may be made (a) in cash or by check; (b) by surrender of shares of Common Stock of the Company that have been owned by the Non-Employee Director for more than six (6) months (and which have been paid for within the meaning of Securities and Exchange Commission ("SEC") Rule 144 and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or were obtained by the Non-Employee Director in the open public market, having a Fair Market Value equal to the exercise price of the Option; (c) by waiver of compensation due or accrued to the Non-Employee Director for services rendered; (d) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Non-Employee Director and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the Non-Employee Director irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; (e) provided that a public market for the Company's stock exists, through a "margin" commitment from the Non-Employee Director and an NASD Dealer whereby the Non-Employee Director irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company; or (f) by any combination of the foregoing. 4 Intuit Inc. 1996 Directors Stock Option Plan 8.4 Withholding Taxes. Prior to issuance of the Shares upon exercise of an Option, the Non-Employee Director shall pay or make adequate provision for any federal or state withholding obligations of the Company, if applicable. 8.5 Limitations on Exercise. Notwithstanding the exercise periods set forth in the Grant, exercise of an Option shall always be subject to the following limitations: (a) An Option shall not be exercisable until such time as this Plan (or, in the case of Options granted pursuant to an amendment increasing the number of shares that may be issued pursuant to this Plan, such amendment) has been approved by the stockholders of the Company in accordance with Section 15 below. (b) An Option shall not be exercisable unless such exercise is in compliance with the Securities Act of 1933, as amended (the "Securities Act") and all applicable state securities laws, as they are in effect on the date of exercise. (c) The Board may specify a reasonable minimum number of Shares that may be purchased upon any exercise of an Option, provided that such minimum number will not prevent the Non-Employee Director from exercising the full number of Shares as to which the Option is then exercisable. 9. NONTRANSFERABILITY OF OPTIONS. During the lifetime of the Non-Employee Director, an Option shall be exercisable only by the Non-Employee Director or by the Non-Employee Director's guardian or legal representative, unless otherwise permitted by the Board. No Option may be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution. 10. PRIVILEGES OF STOCK OWNERSHIP. No Non-Employee Director shall have any of the rights of a stockholder with respect to any Shares subject to an Option until the Option has been validly exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date of exercise, except as provided in this Plan. The Company shall provide to each Non-Employee Director a copy of the annual financial statements of the Company, at such time after the close of each fiscal year of the Company as they are released by the Company to its stockholders. 11. ADJUSTMENT OF OPTION SHARES. In the event that the number of outstanding shares of Common Stock of the Company is changed by a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, the number of Shares available under this Plan and the number of Shares subject to outstanding Options and the exercise price per share of such outstanding Options shall be proportionately adjusted, subject to any required action by the Board or stockholders of the Company and compliance with applicable securities laws; provided, however, that no fractional shares shall be issued upon exercise of any Option and any resulting fractions of a Share shall be rounded up to the nearest whole Share. 12. NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any Option granted under this Plan shall confer on any Non-Employee Director any right to continue as a director of the Company. 5 Intuit Inc. 1996 Directors Stock Option Plan 13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of Shares upon exercise of any Options shall be subject to and conditioned upon compliance with all applicable requirements of law, including without limitation compliance with the Securities Act, compliance with all other applicable state securities laws and compliance with the requirements of any stock exchange or national market system on which the Shares may be listed. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration or qualification requirement of any state securities laws, stock exchange or national market system. 14. ACCELERATION OF OPTIONS UPON CERTAIN CORPORATE TRANSACTIONS. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Options granted under this Plan are assumed or replaced by the successor corporation, which assumption will be binding on all Non-Employee Directors), (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) own less than 50% of the shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale or transfer of a majority of the outstanding shares of the Company by tender offer or similar transaction, the vesting of all options granted pursuant to this Plan will accelerate and the options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Board determines, and if such options are not exercised prior to the consummation of the corporate transaction, they shall terminate in accordance with the provisions of this Plan. 15. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan (but may not terminate or amend the terms of any outstanding option without the consent of the Non-Employee Director); provided, however, that the Board shall not, without the approval of the stockholders of the Company, increase the total number of Shares available under this Plan (except by operation of the provisions of Sections 4 and 11 above) or broaden the class of persons eligible to receive Options. In any case, no amendment of this Plan may adversely affect any then outstanding Options or any unexercised portions thereof without the written consent of the Non-Employee Director. 16. TERM OF PLAN. Options may be granted pursuant to this Plan from time to time within a period of ten (10) years from the Effective Date. 17. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall have the following meanings: 17.1 "Parent" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 17.2 "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 6 Intuit Inc. 1996 Directors Stock Option Plan 17.3 "Affiliate" means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another corporation, where "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract or otherwise. 17.4 "Fair Market Value" means, as of any date, the value of a share of the Company's Common Stock determined as follows: (a) if such Common Stock is then quoted on the Nasdaq National Market, its last reported sale price on the Nasdaq National Market or, if no such reported sale takes place on such date, the average of the closing bid and asked prices; (b) if such Common Stock is publicly traded and is then listed on a national securities exchange, its last reported sale price or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported in The Wall Street Journal, for the over-the-counter market; or (d) if none of the foregoing is applicable, by the Board in good faith. 7 EX-4.07 6 f86569orexv4w07.txt EXHIBIT 4.07 Exhibit 4.07 Grant No. ------- INTUIT INC. 1996 DIRECTORS STOCK OPTION PLAN DIRECTORS NONQUALIFIED SUCCEEDING STOCK OPTION GRANT This Stock Option Grant (this "GRANT") is made and entered into as of the date of grant set forth below (the "DATE OF GRANT") by and between Intuit Inc., a Delaware corporation (the "COMPANY"), and the Optionee named below ("OPTIONEE"). Optionee: ------------------------------------------ Optionee's Address: ------------------------------------------ Total Shares Subject to Option: 15,000 ------------------------------------------ Exercise Price Per Share: ------------------------------------------ Date of Grant: ------------------------------------------ Expiration Date: ------------------------------------------ 1. GRANT OF OPTION. The Company hereby grants to Optionee an option (this "OPTION") to purchase up to the total number of shares of Common Stock of the Company set forth above (collectively, the "SHARES") at the exercise price per share set forth above (the "EXERCISE PRICE"), subject to all of the terms and conditions of this Grant and the Company's 1996 Directors Stock Option Plan, as amended by the Board on October 9, 2002 and approved by stockholders on December 12, 2002 (the "PLAN"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. 2. EXERCISE AND VESTING OF OPTION. This Option shall vest as to 50% of the Shares upon the first anniversary of the Date of Grant and an additional 4.1666% of the Shares each month thereafter, so long as the Optionee continuously remains a director or a consultant of the Company, subject to the other terms and conditions of the Plan and this Grant. 3. RESTRICTION ON EXERCISE. This Option may not be exercised unless such exercise is in compliance with the Securities Act, and all applicable state securities laws, as they are in effect on the date of exercise, and the requirements of any stock exchange or national market system on which the Company's Common Stock may be listed at the time of exercise. Optionee understands that the Company is under no obligation to register, qualify or list the Shares with the SEC, any state securities commission or any stock exchange or national market system to effect such compliance. 4. TERMINATION OF OPTION. Except as provided below in this Section, this Option shall terminate and may not be exercised if Optionee ceases to be a Board member or consultant of the Company. The date on which Optionee ceases to be a Board member or consultant of the Company shall be referred to as the "TERMINATION DATE." 4.1 Termination Generally. If Optionee ceases to be a Board member or consultant of the Company for any reason except death or disability within the meaning of Section 22(e)(3) of the Code, then this Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee within seven months after the Termination Date, but in no event later than the Expiration Date. 4.2 Death or Disability. If Optionee ceases to be a Board member or consultant of the Company because of the death of Optionee or the disability of Optionee within the meaning of Section 22(e)(3) of the Code, then this Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee (or Optionee's legal representative) within 12 months after the Termination Date, but in no event later than the Expiration Date. 5. MANNER OF EXERCISE. 5.1 Exercise Agreement. This Option shall be exercisable by delivery to the Company of an executed written Directors Stock Option Exercise Agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee, which shall set forth Optionee's election to exercise some or all of this Option, the number of shares being purchased, any restrictions imposed on the Shares and such other representations and agreements as may be required by the Company to comply with applicable securities laws. 5.2 Payment. Payment for the Shares purchased upon exercise of this Option may be made (a) in cash or by check; (b) by surrender of shares of Common Stock of the Company that have been owned by Optionee for more than six months (and which have been paid for within the meaning of SEC Rule 144 and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares) or were obtained by the Optionee in the open public market, having a Fair Market Value equal to the Exercise Price of the Option; (c) by waiver of compensation due or accrued to Optionee for services rendered; (d) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; (e) provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and -2- whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (f) by any combination of the foregoing. 5.3 Withholding Taxes. Prior to the issuance of the Shares upon exercise of this Option, Optionee shall pay or make adequate provision for any applicable federal or state withholding obligations of the Company. 5.4 Issuance of Shares. Provided that such notice and payment are in form and substance satisfactory to counsel for the Company, the Company shall cause the Shares to be issued in the name of Optionee or Optionee's legal representative. 6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee, this Option shall be exercisable only by Optionee or by Optionee's guardian or legal representative, unless otherwise permitted by the Committee. This Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution. 7. INTERPRETATION. Any dispute regarding the interpretation of this Grant shall be submitted by Optionee or the Company to the Committee that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on the Company and on Optionee. Nothing in the Plan or this Grant shall confer on Optionee any right to continue as a Board member. 8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise Agreement in the form attached hereto as Exhibit A, and the terms and conditions thereof, are incorporated herein by reference. This Grant, the Plan and the Directors Stock Option Exercise Agreement constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. INTUIT INC. By: ____________________________________________ Name (Typed or Printed): ________________________ Title: _________________________________________ -3- ACCEPTANCE OF STOCK OPTION GRANT Optionee hereby acknowledges receipt of a copy of the Plan, represents that Optionee has read and understands the terms and provisions thereof, and accepts this Option subject to all the terms and conditions of the Plan and this Grant. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that Optionee has been advised by the Company that Optionee should consult a qualified tax advisor prior to such exercise or disposition. _____________________________________ , Optionee -4- Exhibit A INTUIT INC. 1996 DIRECTORS STOCK OPTION PLAN DIRECTORS STOCK OPTION EXERCISE AGREEMENT I hereby elect to purchase the number of shares of Common Stock of INTUIT INC. (the "COMPANY") as set forth below: Optionee: Number of Shares Purchased: Social Security Number: Purchase Price per Share: Address: Aggregate Purchase Price: Date of Stock Option Grant: Type of Stock Option: Nonqualified Stock Option 1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price, to the extent permitted in the Directors Nonqualified Stock Option Grant referred to above (the "GRANT") as follows (check as applicable and complete): [ ] in cash or by check in the amount of $___________________________, receipt of which is acknowledged by the Company; [ ] by delivery of _______________________ fully-paid, nonassessable and vested shares of the Common Stock of the Company owned by Optionee for at least six (6) months prior to the date hereof (and which have been paid for within the meaning of SEC Rule 144), or obtained by Optionee in the open public market, and owned free and clear of all liens, claims, encumbrances or security interests, valued at the current Fair Market Value of $___________________ per share; [ ] by the waiver hereby of compensation due or accrued to Optionee for services rendered in the amount of $________; [ ] through a "same-day-sale" commitment, delivered herewith, from Optionee and the NASD Dealer named therein, in the amount of $____________; or [ ] through a "margin" commitment, delivered herewith from Optionee and the NASD Dealer named therein, in the amount of $ __________ . 2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an underwriter of Common Stock (or other securities) of the Company, agrees not to sell or otherwise transfer or dispose of any Common Stock (or other securities) of the Company held by Optionee during the period requested by the managing underwriter following the effective date of a registration statement of the Company filed under the Securities Act, provided that all officers and directors of the Company are required to enter into similar agreements. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares (or other securities) subject to the foregoing restriction until the end of such period. 3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. 4. ENTIRE AGREEMENT. The Plan and the Grant are incorporated herein by reference. This Agreement, the Plan and the Grant constitute the entire agreement of the parties and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by California law except for that body of law pertaining to conflict of laws. Date:____________________________ _____________________________________ SIGNATURE OF OPTIONEE The Company hereby verifies receipt and acceptance of this Agreement and its agreement to issue the Shares referred to above, subject to its receipt of the Aggregate Purchase Price, and taxes due, if any. INTUIT INC. Date:______________________________ By:________________________________ ________________________________ Name (Typed or Printed) ________________________________ Title EX-5.01 7 f86569orexv5w01.txt EXHIBIT 5.01 EXHIBIT 5.01 December 26, 2002 Securities and Exchange Commission 450 Fifth Street NW Washington, D.C. 20549 Subject: Intuit Inc. Ladies and Gentlemen: This opinion is provided in connection with a Form S-8 Registration Statement (the "Registration Statement") being filed by Intuit Inc. (the "Company") on or about December 26, 2002. The Registration Statement relates to the registration of 6,100,000 shares of the Company's Common Stock, par value $0.01 per share (the "Shares"). The Shares have been reserved for issuance as follows: (i) 4,850,000 of the Shares are reserved under the Company's 2002 Equity Incentive Plan, as amended through December 12, 2002 (the "Equity Incentive Plan"); (ii) 1,100,000 of the Shares are reserved under the Company's 1996 Employee Stock Purchase Plan, as amended through December 12, 2002 (the "ESP Plan"); and (iii) 150,000 of the Shares are reserved under the Company's 1996 Directors Stock Option Plan, as amended through December 12, 2002 (the "Directors Plan"). The Equity Incentive Plan, the ESP Plan and the Directors Plan are collectively referred to herein as the "Plans." For purposes of this opinion, I have examined copies of (i) the Registration Statement, (ii) the Company's Certificate of Incorporation, as amended to date, (iii) the Company's Bylaws, as amended to date, (iv) the Plans, and (v) resolutions of the Board of Directors and stockholders of the Company relating to adoption and amendment of the Plans. In rendering this opinion expressed, I have assumed the genuineness of all signatures, the authenticity of all documents, instruments and certificates purporting to be originals, the conformity with the original documents, instruments and certificates of all documents, instruments and certificates purporting to be copies, and the legal capacity to sign of all individuals executing documents, instruments and certificates. I have also assumed that all Shares will be issued pursuant to one of the Plans for a purchase price of not less than $0.01 per share. Based upon and subject to the foregoing and to the effectiveness of the Registration Statement, I am of the opinion that the Shares that may be issued by the Company pursuant to any one of the Plans, when issued and paid for in accordance with any of the Equity Incentive Plan, the ESP Plan or the Directors Plan, will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit thereby that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ VIRGINIA R. COLES Virginia R. Coles Assistant General Counsel and Assistant Secretary Intuit Inc. EX-23.02 8 f86569orexv23w02.txt EXHIBIT 23.02 EXHIBIT 23.02 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Named Experts" in the Registration Statement (Form S-8) pertaining to Intuit Inc.'s 2002 Equity Incentive Plan, 1996 Employee Stock Purchase Plan, and 1996 Directors Stock Option Plan and to the incorporation by reference therein of our report dated August 14, 2002 with respect to the consolidated financial statements and schedule of Intuit Inc. included in its Annual Report (Form 10-K) for the year ended July 31, 2002, filed with the Securities and Exchange Commission. /s/ Earnst & Young LLP San Francisco, California December 23, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.01

                                                                    Exhibit 4.01


                                   INTUIT INC.

                           2002 EQUITY INCENTIVE PLAN

                   AS ADOPTED BY THE BOARD ON OCTOBER 24, 2001
                AND AMENDED BY THE BOARD ON NOVEMBER 26, 2001(i)
                AND APPROVED BY STOCKHOLDERS ON JANUARY 18, 2002
                     AND AMENDED BY THE BOARD ON MAY 1, 2002
                   AND AMENDED BY THE BOARD ON OCTOBER 9, 2002
                AND APPROVED BY STOCKHOLDERS ON DECEMBER 12, 2002

      1.    PURPOSE. The purpose of the Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company its Parent or
Subsidiaries by offering them an opportunity to participate in the Company's
future performance through awards of Options, Restricted Stock and Stock
Bonuses. Capitalized terms not defined in the text are defined in Section 23.

      2.    SHARES SUBJECT TO THE PLAN.

            2.1   Number of Shares Available. Subject to Sections 2.2 and 18,
the following number of Shares are available for grant and issuance under the
Plan: (a) 12,850,000 Shares, plus (b) 1,900,000 Shares resulting from authorized
shares not issued or subject to outstanding grants under the Company's 1993
Equity Incentive Plan (the "Prior Plan") on the Effective Date (as defined in
Section 19); plus (c) Shares that are subject to: (i) issuance upon exercise of
an Option but cease to be subject to the Option for any reason other than
exercise of the Option; (ii) an Award that otherwise terminates without Shares
being issued; or (iii) are subject to an Award that is forfeited or are
repurchased by the Company at the original issue price. No more than 10,000,000
shares shall be issued as ISOs. At all times the Company will reserve and keep
available a sufficient number of Shares to satisfy the requirements of all
outstanding Options granted under the Plan and all other outstanding but
unvested Awards granted under the Plan.

            2.2   Adjustment of Shares. If the number of outstanding Shares is
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company, without consideration, then (a) the number of Shares
reserved for issuance under the Plan, (b) the Exercise Prices of and number of
Shares subject to outstanding Options, (c) the number of Shares subject to other
outstanding Awards, (d) the 10,000,000 maximum number of shares that may be
issued as ISOs set forth in Section 2.1; (e) the 2,000,000 and 3,000,000 maximum
number of shares that may be issued to an individual in any one calendar year
set forth in Section 3; and (f) the annual 500,000 Share limit on the aggregate
number of Shares that may be: (i) made subject to an Option granted at an
Exercise Price of less than Fair Market Value on the date of grant, (ii) issued
under the Plan as a Stock Bonus; and (iii) issued under the Plan as a Restricted
Stock Award at a Purchase Price of less than Fair Market Value on the date the
Award is made, will be proportionately adjusted, subject to any required action
by the Board or the stockholders of the Company and compliance with applicable
securities laws; provided that fractions of a Share will not be issued but will
either be paid in cash at Fair Market Value, or will be rounded up to the
nearest Share, as determined by the Committee; and provided further that the
Exercise Price of any Option may not be decreased to below the par value of the
Shares.

      3.    ELIGIBILITY. ISOs may be granted only to employees (including
officers and directors who are also employees) of the Company or of a Parent or
Subsidiary. All other Awards may be granted to employees, officers, directors,
consultants, independent contractors and advisors of the Company or any Parent
or Subsidiary; provided that such consultants, contractors and advisors render
bona fide services not in connection with the offer and sale of securities in a
capital-raising transaction. The Committee (or its designee under 4.1(c)) will
from time to time determine and designate among the eligible persons who will be
granted one or more Awards under the Plan. A

- ----------

(i) Amended by the Board on November 26, 2001 solely to reserve 8,000,000 new
shares for grant and issuance under Section 2.1(a) of the Plan.


                                       1

person may be granted more than one Award under the Plan. However, no person
will be eligible to receive more than 2,000,000 Shares in any calendar year
under this Plan pursuant to the grant of Awards hereunder, other than new
employees of the Company or of a Parent or Subsidiary (including new employees
who are also officers and directors of the Company or any Parent or Subsidiary),
who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar
year in which they commence their employment.

      4.    ADMINISTRATION.

            4.1   Committee Authority. The Plan shall be administered by the
Committee. Subject to the terms and conditions of the Plan, the Committee will
have full power to implement and carry out the Plan. Without limiting the
previous sentence, the Committee will have the authority to:

      (a)   construe and interpret the Plan, any Award Agreement and any other
            agreement or document executed pursuant to the Plan;

      (b)   prescribe, amend and rescind rules and regulations relating to the
            Plan, including determining the forms and agreements used in
            connection with the Plan; provided that the Committee may delegate
            to the President, the Chief Financial Officer or the officer in
            charge of Human Resources, in consultation with the General Counsel,
            the authority to approve revisions to the forms and agreements used
            in connection with the Plan that are designed to facilitate Plan
            administration, and that are not inconsistent with the Plan or with
            any resolutions of the Committee relating to the Plan;

      (c)   select persons to receive Awards; provided that the Committee may
            delegate to one or more executive officers of the Company the
            authority to grant an Award under the Plan to Participants who are
            not Insiders of the Company;

      (d)   determine the terms of Awards;

      (e)   determine the number of Shares or other consideration subject to
            Awards;

      (f)   determine whether Awards will be granted singly, in combination, or
            in tandem with, in replacement of, or as alternatives to, other
            Awards under the Plan or any other incentive or compensation plan of
            the Company or any Parent or Subsidiary;

      (g)   grant waivers of Plan or Award conditions;

      (h)   determine the vesting, exercisability, transferability, and payment
            of Awards;

      (i)   correct any defect, supply any omission, or reconcile any
            inconsistency in the Plan, any Award or any Award Agreement;

      (j)   determine whether an Award has been earned;

      (k)   amend the Plan, except for amendments that increase the number of
            Shares available for issuance under the Plan or change the
            eligibility criteria for participation in the Plan; or any other
            amendments that require approval of the stockholders of the Company;
            or

      (l)   make all other determinations necessary or advisable for the
            administration of the Plan.

            4.2   Committee Interpretation and Discretion. Any determination
made by the Committee with respect to any Award shall be made in its sole
discretion at the time of grant of the Award or, unless in contravention of any
express term of the Plan or Award, at any later time, and such determination
shall be final and binding on the Company and all persons having an interest in
any Award under the Plan. Any dispute regarding the interpretation of the Plan
or any Award Agreement shall be submitted by Participant or the Company to the
Committee


                                       2

for review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.

      5.    OPTIONS. The Committee may grant Options to eligible persons and
will determine (a) whether the Options will be ISOs or NQSOs; (b) the number of
Shares subject to the Option, (c) the Exercise Price of the Option, (d) the
period during which the Option may be exercised, and (e) all other terms and
conditions of the Option, subject to the following:

            5.1   Form of Option Grant. Each Option granted under the Plan will
be evidenced by a Stock Option Agreement that will expressly identify the Option
as an ISO or NQSO. The Stock Option Agreement will be substantially in a form
(which need not be the same for each Participant) that the Committee or an
officer of the Company (pursuant to Section 4.1(b)) has from time to time
approved, and will comply with and be subject to the terms and conditions of the
Plan.

            5.2   Date of Grant. The date of grant of an Option will be the date
on which the Committee makes the determination to grant the Option, unless a
later date is otherwise specified by the Committee. The Stock Option Agreement,
and a copy of the Plan and the current Prospectus for the Plan (plus any
additional documents required to be delivered under applicable laws), will be
delivered to the Participant within a reasonable time after the Option is
granted. The Plan, the Prospectus and other documents may be delivered in any
manner (including electronic distribution or posting) that meets applicable
legal requirements.

            5.3   Exercise Period and Expiration Date. Options will be
exercisable within the times or upon the occurrence of events determined by the
Committee and set forth in the Stock Option Agreement, subject to the provisions
of Section 5.6, and subject to Company policies established by the Committee (or
by individuals to whom the Committee has delegated responsibility) from time to
time with respect to vesting during leaves of absences. The Stock Option
Agreement shall set forth the last date that the option may be exercised (the
"Expiration Date"); provided that no Option will be exercisable after the
expiration of ten years from the date the Option is granted; and provided
further that no ISO granted to a Ten Percent Stockholder will be exercisable
after the expiration of five years from the date the Option is granted. The
Committee also may provide for Options to become exercisable at one time or from
time to time, periodically or otherwise, in such number of Shares or percentage
of Shares subject to the Option as the Committee determines.

            5.4   Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may be less than Fair
Market Value (but not less than the par value of the Shares); provided that (i)
the Exercise Price of an ISO will not be less than the Fair Market Value of the
Shares on the date of grant and (ii) the Exercise Price of any ISO granted to a
Ten Percent Stockholder will not be less than 110% of the Fair Market Value of
the Shares on the date of grant. Notwithstanding the foregoing, no more than
500,000 Shares annually (less any Shares that have been issued under the Plan as
Stock Bonuses or as Restricted Stock Awards at a price of less than Fair Market
Value on the date of grant) may be made subject to Options granted an Exercise
Price that is less than Fair Market Value on the date of grant. Payment for the
Shares purchased must be made in accordance with Section 8 of the Plan and the
Stock Option Agreement.

            5.5   Procedures for Exercise. A Participant or Authorized
Transferee may exercise Options by following the procedures established by the
Company's Stock Administration Department, as communicated and made available to
Participants through the stock pages on the Intuit Legal Department intranet web
site, and/or through the Company's electronic mail system.

            5.6   Termination.

      (a)   Vesting. Any Option granted to a Participant will cease to vest on
the Participant's Termination Date, if the Participant is Terminated for any
reason other than "total disability" (as defined in this Section 5.6(a)) or
death (or his or her death occurs within three months of Termination). Any
Option granted to a Participant who is an employee who has been actively
employed by the Company or any Subsidiary for one year or more or a director
will vest as to 100% of the Shares subject to such Option, if the Participant is
Terminated due to "total disability" or death (or his or her death occurs within
three months of Termination). For purposes of this Section 5.6(a), "total


                                       3

disability" shall mean: (A) (i) for so long as such definition is used for
purposes of the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan, that the Participant is
unable to perform each of the material duties of any gainful occupation for
which the Participant is or becomes reasonably fitted by training, education or
experience and which total disability is in fact preventing the Participant from
engaging in any employment or occupation for wage or profit; or, (ii) if such
definition has changed, such other definition of "total disability" as
determined under the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company shall
have received from the Participant's primary physician a certification that the
Participant's total disability is likely to be permanent. Any Option granted to
an employee who is Terminated by the Company, or any Subsidiary or Parent within
one year following the date of a Corporate Transaction, will immediately vest as
to such number of Shares as the Participant would have been vested twelve months
after the date of Termination had the Participant remained employed for that
twelve month period.

      (b)   Post-Termination Exercise Period. Following a Participant's
Termination, the Participant's Option may be exercised to the extent vested as
set forth in Section 5.6(a):

            (i)   no later than 90 days after the Termination Date if a
                  Participant is Terminated for any reason except death or
                  Disability, unless a longer time period, not exceeding five
                  years, is specifically set forth in the Participant's Stock
                  Option Agreement; provided that no Option may be exercised
                  after the Expiration Date of the Option; or

            (ii)  no later than (A) twelve months after the Termination Date in
                  the case of Termination due to Disability or (B) eighteen
                  months after the Termination Date in the case of Termination
                  due to death or if a Participant dies within three months of
                  the Termination Date, unless a longer time period, not
                  exceeding five years, is specifically set forth in the
                  Participant's Stock Option Agreement; provided that no Option
                  may be exercised after the Expiration Date of the Option.

            5.7   Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option; provided that the minimum number will not prevent a Participant from
exercising an Option for the full number of Shares for which it is then
exercisable.

            5.8   Limitations on ISOs. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
the Plan or under any other incentive stock option plan of the Company or any
Parent or Subsidiary) shall not exceed $100,000. If the Fair Market Value of
Shares on the date of grant with respect to which ISOs are exercisable for the
first time by a Participant during any calendar year exceeds $100,000, the
Options for the first $100,000 worth of Shares to become exercisable in that
calendar year will be ISOs, and the Options for the Shares with a Fair Market
Value in excess of $100,000 that become exercisable in that calendar year will
be NQSOs. If the Code is amended after the Effective Date of the Plan to provide
for a different limit on the Fair Market Value of Shares permitted to be subject
to ISOs, such different limit shall be automatically incorporated into the Plan
and will apply to any Options granted after the effective date of the amendment.

            5.9   Notice of Disqualifying Dispositions of Shares Acquired on
Exercise of an ISO. If a Participant ells or otherwise disposes of any Shares
acquired pursuant to the exercise of an ISO on or before the later of (1) the
date two years after the Date of Grant, and (2) the date one year after the
exercise of the ISO (in either case, a "Disqualifying Disposition"), the
Participant must immediately notify the Company in writing of such disposition.
The Participant may be subject to income tax withholding by the Company on the
compensation income recognized by the Participant from the Disqualifying
Disposition.

            5.10  Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided that any such action may not, without the
written consent of Participant, impair any of Participant's rights under any
Option previously granted; and provided, further that without stockholder
approval, the modified, extended, renewed or new Option may not have a lower
Exercise Price than the outstanding Option. Any outstanding ISO that is
modified, extended,


                                       4

renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected, by a written notice to them;
provided, however, that unless prior stockholder approval is secured, the
Exercise Price may not be reduced below that of the outstanding Option.

            5.11  No Disqualification. Notwithstanding any other provision in
the Plan, no term of the Plan relating to ISOs will be interpreted, amended or
altered, and no discretion or authority granted under the Plan will be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

      6.    RESTRICTED STOCK AWARDS. The Committee may award Restricted Stock
Awards under the Plan to any eligible person. The Committee will determine the
number of Shares subject to the Restricted Stock Award, the Purchase Price, the
restrictions on the Shares and all other terms and conditions of the Restricted
Stock Award, subject to the following:

            6.1   Restricted Stock Purchase Agreement. All purchases under a
Restricted Stock Award will be evidenced by Restricted Stock Purchase Agreement,
which will be in substantially a form (which need not be the same for each
Participant) that the Committee has from time to time approved, and will comply
with and be subject to the terms and conditions of the Plan. A Participant can
accept a Restricted Stock Award only by signing and delivering to the Company a
Restricted Stock Purchase Agreement, and full payment of the Purchase Price,
within thirty days from the date the Restricted Stock Purchase Agreement was
delivered to the Participant. If the Participant does not accept the Restricted
Stock Award in this manner within thirty days, then the offer of the Restricted
Stock Award will terminate, unless the Committee determines otherwise.

            6.2   Purchase Price. The Purchase Price for a Restricted Stock
Award will be determined by the Committee, and may be less than Fair Market
Value (but not less than the par value of the Shares) on the date the Restricted
Stock Award is granted. Notwithstanding the foregoing, the Committee may not
award Restricted Stock for more than 500,000 Shares annually (less any Shares
that have been made subject to Options granted with an Exercise Price of less
than Fair Market Value on the date of grant or Stock Bonuses) with a Purchase
Price that is less than Fair Market Value on the date of grant. Payment of the
Purchase Price must be made in accordance with Section 8 of the Plan and the
Restricted Stock Purchase Agreement, and in accordance with any procedures
established by the Company's Stock Administration Department, as communicated
and made available to Participants through the stock pages on the Intuit Legal
Department intranet web site, and/or through the Company's electronic mail
system.

            6.3   Terms of Restricted Stock Awards. Restricted Stock Awards will
be subject to all restrictions, if any, that the Committee may impose. These
restrictions may be based on completion of a specified number of years of
service with the Company or upon completion of the performance goals as set out
in advance in the Participant's Restricted Stock Purchase Agreement, which shall
be in substantially in a form (which need not be the same for each Participant)
as the Committee or an officer of the Company (pursuant to Section 4.1(b)) shall
from time to time approve, and shall comply with and be subject to the terms and
conditions of the Plan and the Restricted Stock Purchase Agreement. Prior to the
grant of a Restricted Stock Award, the Committee shall: (a) determine the
nature, length and starting date of any Performance Period for the Restricted
Stock Award; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be
awarded to the Participant. Prior to the payment for Shares to be purchased
under any Restricted Stock Award, the Committee shall determine the extent to
which such Restricted Stock Award has been earned. Performance Periods may
overlap and a Participant may participate simultaneously with respect to
Restricted Stock Awards that are subject to different Performance Periods and
having different performance goals and other criteria.

      7.    STOCK BONUSES.

            7.1   Awards of Stock Bonuses. The Committee may award Stock Bonuses
to any eligible person. No payment will be required for Shares awarded pursuant
to a Stock Bonus. A Stock Bonus may be awarded for past services already
rendered to the Company, or any Parent or Subsidiary pursuant to a Stock Bonus
Agreement, which shall be in substantially a form (which need not be the same
for each Participant) that the


                                       5

Committee has from time to time approved, and will comply with and be subject to
the terms and conditions of the Plan. Notwithstanding the foregoing, the
Committee may not award Stock Bonuses for more than 500,000 Shares annually
(less any Shares that have been made subject to Options granted with an Exercise
Price of less than Fair Market Value on the Date of Grant and any Shares that
have been issued under the Plan as Restricted Stock at a Purchase Price of less
than Fair Market Value on the date of grant).

            7.2   Terms of Stock Bonuses. Stock Bonuses will be subject to all
restrictions, if any, that the Committee imposes. These restrictions may be
based upon completion of a specified number of years of service with the Company
or upon completion of the performance goals as set out in advance in the
Participant's Stock Bonus Agreement. The terms of Stock Bonuses may vary from
Participant to Participant and between groups of Participants. Prior to the
grant of a Stock Bonus, the Committee shall: (a) determine the nature, length
and starting date of any Performance Period for the Stock Bonus; (b) select from
among the Performance Factors to be used to measure performance goals; and (c)
determine the number of Shares that may be awarded to the Participant. Prior to
the issuance of any Shares or other payment to a Participant pursuant to a Stock
Bonus, the Committee will determine the extent to which the Stock Bonus has been
earned. Performance Periods may overlap and a Participant may participate
simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and having different performance goals and other criteria.

            7.3   Form of Payment to Participant. The Committee will determine
whether a Stock Bonus will be paid to the Participant in the form of cash, whole
Shares, or a combination thereof, based on the Fair Market Value on the date of
payment, and in either a lump sum payment or in installments.

            7.4   Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then the Participant will
be entitled to payment (whether in Shares, cash or otherwise) with respect to
the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Stock Bonus Agreement, unless the Committee determines
otherwise.

      8.    PAYMENT FOR SHARE PURCHASES.

            8.1   Payment. Payment for Shares purchased pursuant to the Plan may
be made by any of the following methods (or any combination of such methods)
that are described in the applicable Stock Option Agreement or other Award
Agreement and that are permitted by law:

      (a)   in cash (by check);

      (b)   in the case of exercise by the Participant, Participant's guardian
            or legal representative or the authorized legal representative of
            Participants' heirs or legatees after Participant's death, by
            cancellation of indebtedness of the Company to the Participant;

      (c)   by surrender of Shares that either: (1) were obtained by the
            Participant or Authorized Transferee in the public market; or (2) if
            the Shares were not obtained in the public market, they have been
            owned by the Participant or Authorized Transferee for more than six
            months and have been paid for within the meaning of SEC Rule 144
            (and, if the Shares were purchased from the Company by use of a
            promissory note, the note has been fully paid with respect to the
            Shares);

      (d)   by tender of a full recourse promissory note having such terms as
            may be approved by the Committee and bearing interest at a rate
            sufficient to avoid imputation of income under Sections 483 and 1274
            of the Code; provided, however, that a Participant who is not an
            employee of the Company may not purchase Shares with a promissory
            note unless the note is adequately secured by collateral other than
            the Shares; and provided, further, that the portion of the Purchase
            Price or Exercise Price equal to the par value of the Shares must be
            paid in cash.


                                       6

      (e)   in the case of exercise by the Participant, Participant's guardian
            or legal representative or the authorized legal representative of
            Participants' heirs or legatees after Participant's death, by waiver
            of compensation due or accrued to Participant for services rendered;

      (f)   by tender of property; or

      (g)   with respect only to purchases upon exercise of an Option, and
            provided that a public market for the Company's stock exists:

            (1)   through a "same day sale" commitment from Participant or
                  Authorized Transferee and an NASD Dealer whereby the
                  Participant or Authorized Transferee irrevocably elects to
                  exercise the Option and to sell a portion of the Shares
                  purchased in order to pay the Exercise Price, and whereby the
                  NASD Dealer irrevocably commits upon receipt of the Shares to
                  forward the Exercise Price directly to the Company; or

            (2)   through a "margin" commitment from Participant or Authorized
                  Transferee and an NASD Dealer whereby Participant or
                  Authorized Transferee irrevocably elects to exercise the
                  Option and to pledge the Shares purchased to the NASD Dealer
                  in a margin account as security for a loan from the NASD
                  Dealer in the amount of the Exercise Price, and whereby the
                  NASD Dealer irrevocably commits upon receipt of the Shares to
                  forward the Exercise Price directly to the Company.

            8.2   Loan Guarantees. The Committee may, in its sole discretion,
help a Participant pay for Shares purchased under the Plan by authorizing a
guarantee by the Company of a third-party loan to the Participant.

            8.3   Issuance of Shares. Upon payment of the applicable Purchase
Price or Exercise Price (or a commitment for payment from the NASD Dealer
designated by the Participant or Authorized Transferee in the case of an
exercise by means of a "same-day sale" or "margin" commitment), and compliance
with other conditions and procedures established by the Company for the purchase
of shares, the Company shall issue the Shares registered in the name of
Participant or Authorized Transferee (or in the name of the NASD Dealer
designated by the Participant or Authorized Transferee in the case of an
exercise by means of a "same-day sale" or "margin" commitment) and shall deliver
certificates representing the Shares (in physical or electronic form, as
appropriate). The Shares may be subject to legends or other restrictions as
described in Section 14 of the Plan.

      9.    WITHHOLDING TAXES.

            9.1   Withholding Generally. Whenever Shares are to be issued under
Awards granted under the Plan, the Company may require the Participant to pay to
the Company an amount sufficient to satisfy federal, state and local withholding
tax requirements prior to the delivery of any certificate(s) for the Shares. If
a payment in satisfaction of an Award is to be made in cash, the payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

            9.2   Stock Withholding. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may, in its
sole discretion, allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose shall be made in writing in a form acceptable to the
Committee.

      10.   PRIVILEGES OF STOCK OWNERSHIP. No Participant or Authorized
Transferee will have any rights as a stockholder of the Company with respect to
any Shares until the Shares are issued to the Participant or Authorized
Transferee. After Shares are issued to the Participant or Authorized Transferee,
the Participant or Authorized Transferee will be a stockholder and have all the
rights of a stockholder with respect to the Shares; provided, however, that if
the Shares are Restricted Stock, any new, additional or different securities the
Participant


                                       7

or Authorized Transferee may become entitled to receive with respect to the
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to the same
restrictions as the Restricted Stock; provided further, that the Participant or
Authorized Transferee will have no right to retain such dividends or
distributions with respect to Shares that are repurchased at the Participant's
original Exercise Price or Purchase Price pursuant to Section 14.

      11.   TRANSFERABILITY. Except as otherwise provided in this Section 11, no
Award and no interest therein, shall be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent and distribution and no Award may be made subject to execution,
attachment or similar process.

            11.1  Awards Other Than NQSOs. All Awards other than NQSO's shall be
exercisable (a) during a Participant's lifetime only by Participant or the
Participant's guardian or legal representative; and (b) after Participant's
death, by the legal representative of the Participant's heirs or legatees.

            11.2  NQSOs. During a Participant's lifetime an NQSO shall be
exercisable by Participant or the Participant's guardian or legal
representative, and with the permission of the Committee, may be transferred to
an Authorized Transferee.

      12.   RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase all or a portion of a Participant's Shares that are not
"Vested" (as defined in the Award Agreement), following the Participant's
Termination, at any time within ninety days after the later of (i) the
Participant's Termination Date or (ii) the date the Participant purchases Shares
under the Plan, for cash or cancellation of purchase money indebtedness with
respect to Shares, at the Participant's original Exercise Price or Purchase
Price; provided that upon assignment of the right to repurchase, the assignee
must pay the Company, upon assignment of the right to repurchase, cash equal to
the excess of the Fair Market Value of the Shares over the original Purchase
Price.

      13.   CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan (whether in physical or electronic form, as
appropriate) will be subject to stock transfer orders, legends and other
restrictions that the Committee deems necessary or advisable, including without
limitation restrictions under any applicable federal, state or foreign
securities law, or any rules, regulations and other requirements of the SEC or
any stock exchange or automated quotation system on which the Shares may be
listed.

      14.   ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other transfer
instruments approved by the Committee, appropriately endorsed in blank, with the
Company or an agent designated by the Company, to hold in escrow until such
restrictions have lapsed or terminated, and the Committee may cause a legend or
legends referencing such restrictions to be placed on the certificates. Any
Participant who is permitted to execute a promissory note as partial or full
consideration for the purchase of Shares under the Plan will be required to
pledge and deposit with the Company all or part of the Shares purchased as
collateral to secure the payment of the Participant's obligation to the Company
under the promissory note; provided, however, that the Committee may require or
accept other or additional forms of collateral to secure the payment of such
obligation and, in any event, the Company will have full recourse against the
Participant under the promissory note notwithstanding any pledge of the
Participant's Shares or other collateral. In connection with any pledge of the
Shares, the Participant will be required to execute and deliver a written pledge
agreement in a form that the Committee has from time to time approved. The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

      15.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not
be effective unless the Award is in compliance with all applicable state,
federal and foreign securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated quotation system
on which the Shares may then be listed, as they are in effect on the date of
grant of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in the Plan, the Company shall have no
obligation to issue or deliver certificates for Shares under the Plan prior to
(a) obtaining any approvals from governmental


                                       8

agencies that the Company determines are necessary or advisable, and/or (b)
completion of any registration or other qualification of such shares under any
state, federal or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state, federal or
foreign securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do so.

      16.   NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary or limit in any way the right of the Company
or any Parent or Subsidiary to terminate Participant's employment or other
relationship at any time, with or without cause.

      17.   EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize the Company, with prior stockholder approval and
the consent of the respective Participants, to issue new Awards in exchange for
the surrender and cancellation of any or all outstanding Awards. The Committee
may at any time buy from a Participant an Option previously granted with payment
in cash, Shares or other consideration, based on such terms and conditions as
the Committee and the Participant shall agree.

      18.   CORPORATE TRANSACTIONS.

            18.1  Assumption or Replacement of Awards by Successor. In the event
of a Corporate Transaction any or all outstanding Awards may be assumed or
replaced by the successor corporation, which assumption or replacement shall be
binding on all Participants. In the alternative, the successor corporation may
substitute equivalent Awards or provide substantially similar consideration to
Participants as was provided to stockholders (after taking into account the
existing provisions of the Awards). The successor corporation may also issue, in
place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant. In the event such successor
corporation, if any, refuses to assume or replace the Awards, as provided above,
pursuant to a Corporate Transaction or if there is no successor corporation due
to a dissolution or liquidation of the Company, such Awards shall immediately
vest as to 100% of the Shares subject thereto at such time and on such
conditions as the Board shall determine and the Awards shall expire at the
closing of the transaction or at the time of dissolution or liquidation.

            18.2  Other Treatment of Awards. Subject to any greater rights
granted to Participants under Section 18.1, in the event of a Corporate
Transaction, any outstanding Awards shall be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution, liquidation
or sale of assets.

            18.3  Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

      19.   ADOPTION AND STOCKHOLDER APPROVAL. The Plan was adopted by the Board
on October 24, 2002 (the "Adoption Date"). The Plan will become effective when
approved by stockholders of the Company, consistent with applicable laws, within
twelve months after the Adoption Date (the "Effective Date").

      20.   TERM OF PLAN. The Plan will terminate ten years from the Adoption
Date.


                                       9

      21.   AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to the Plan. In addition, pursuant to Section 4.1(k), the Board has delegated to
the Committee the authority to make certain amendments to the Plan.
Notwithstanding the foregoing, neither the Board nor the Committee shall,
without the approval of the stockholders of the Company, amend the Plan in any
manner that requires such stockholder approval pursuant to the Code or the
regulations promulgated thereunder as such provisions apply to ISO plans, or
pursuant to the Exchange Act or any rule promulgated thereunder. In addition, no
amendment that is detrimental to a Participant may be made to any outstanding
Award without the consent of the Participant.

      22.   NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of
the Plan by the Board, the submission of the Plan to the stockholders of the
Company for approval, nor any provision of the Plan shall be construed as
creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options and bonuses otherwise than under the
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases. The Plan shall be unfunded. Neither the Company nor the
Board shall be required to segregate any assets that may at any time be
represented by Awards made pursuant to the Plan. Neither the Company, the
Committee, nor the Board shall be deemed to be a trustee of any amounts to be
paid under the Plan.

      23.   DEFINITIONS. As used in the Plan, the following terms shall have the
following meanings:

      (a)   "Authorized Transferee" means the permissible recipient, as
            authorized by this Plan and the Committee, of an NQSO that is
            transferred during the Participant's lifetime by the Participant by
            gift or domestic relations order. For purposes of this definition a
            "permissible recipient" is: (i) a child, stepchild, grandchild,
            parent, stepparent, grandparent, spouse, former spouse, sibling,
            niece, nephew, mother-in-law, father-in-law, son-in-law,
            daughter-in-law, brother-in-law or sister-in-law of the Participant,
            including any such person with such relationship to the Participant
            by adoption; (ii) any person (other than a tenant or employee)
            sharing the Participant's household; (iii) a trust in which the
            persons in (i) or (ii) have more than fifty percent of the
            beneficial interest; (iv) a foundation in which the persons in (i)
            or (ii) or the Participant control the management of assets; or (v)
            any other entity in which the person in (i) or (ii) or the
            Participant own more than fifty percent of the voting interest.

      (b)   "Award" means any award under the Plan, including any Option,
            Restricted Stock or Stock Bonus.

      (c)   "Award Agreement" means, with respect to each Award, the signed
            written agreement between the Company and the Participant setting
            forth the terms and conditions of the Award.

      (d)   "Board" means the Board of Directors of the Company.

      (e)   "Code" means the Internal Revenue Code of 1986, as amended, and the
            regulations promulgated thereunder.

      (f)   "Committee" means the committee appointed by the Board to administer
            the Plan, or if no committee is appointed, the Board. Each member of
            the Committee shall be (i) a "non-employee director" for purposes of
            Section 16 and Rule 16b-3 of the Exchange Act, and (ii) an "outside
            director" for purposes of Section 162(m) of the Code, unless the
            Board has fewer than two such outside directors.

      (g)   "Company" means Intuit Inc., a corporation organized under the laws
            of the State of Delaware, or any successor corporation.

      (h)   "Corporate Transaction" means (a) a merger or consolidation in which
            the Company is not the surviving corporation (other than a merger or
            consolidation with a wholly-owned subsidiary, a reincorporation of
            the Company in a different jurisdiction, or other transaction in
            which there is no


                                       10

            substantial change in the stockholders of the Company and the Awards
            granted under the Plan are assumed or replaced by the successor
            corporation, which assumption shall be binding on all Participants),
            (b) a dissolution or liquidation of the Company, (c) the sale of
            substantially all of the assets of the Company, (d) a merger in
            which the Company is the surviving corporation but after which the
            stockholders of the Company immediately prior to such merger (other
            than any stockholder that merges, or which owns or controls another
            corporation that merges, with the Company in such merger) cease to
            own their shares or other equity interest in the Company; or (e) any
            other transaction which qualifies as a "corporate transaction" under
            Section 424(a) of the Code wherein the stockholders of the Company
            give up all of their equity interest in the Company (except for the
            acquisition, sale or transfer of all or substantially all of the
            outstanding shares of the Company).

      (i)   "Disability" means a disability within the meaning of Section
            22(e)(3) of the Code, as determined by the Committee.

      (j)   "Exchange Act" means the Securities Exchange Act of 1934, as
            amended, and the regulations promulgated thereunder.

      (k)   "Exercise Price" means the price at which a Participant who holds an
            Option may purchase the Shares issuable upon exercise of the Option.

      (l)   "Fair Market Value" means, as of any date, the value of a share of
            the Company's Common Stock determined as follows:

            (1)   if such Common Stock is then quoted on the NASDAQ National
                  Market, its last reported sale price on the NASDAQ National
                  Market on such date or, if no such reported sale takes place
                  on such date, the average of the closing bid and asked prices;

            (2)   if such Common Stock is publicly traded and is then listed on
                  a national securities exchange, the last reported sale price
                  on such date or, if no such reported sale takes place on such
                  date, the average of the closing bid and asked prices on the
                  principal national securities exchange on which the Common
                  Stock is listed or admitted to trading;

            (3)   if such Common Stock is publicly traded but is not quoted on
                  the NASDAQ National Market nor listed or admitted to trading
                  on a national securities exchange, the average of the closing
                  bid and asked prices on such date, as reported by The Wall
                  Street Journal, for the over-the-counter market; or

            (4)   if none of the foregoing is applicable, by the Board of
                  Directors in good faith.

      (m)   "Insider" means an officer or director of the Company or any other
            person whose transactions in the Company's Common Stock are subject
            to Section 16 of the Exchange Act.

      (n)   "ISO" means an Incentive Stock Option within the meaning of the
            Code.

      (o)   "NASD Dealer" means broker-dealer that is a member of the National
            Association of Securities Dealers, Inc.

      (p)   "NQSO" means a nonqualified stock option that does not qualify as an
            Incentive Stock Option within the meaning of the Code.

      (q)   "Option" means an award of an option to purchase Shares pursuant to
            Section 5 of the Plan.

      (r)   "Parent" means any corporation (other than the Company) in an
            unbroken chain of corporations ending with the Company, if at the
            time of the granting of an Award under the Plan, each of such


                                       11

            corporations other than the Company owns stock possessing 50% or
            more of the total combined voting power of all classes of stock in
            one of the other corporations in such chain.

      (s)   "Participant" means a person who receives an Award under the Plan.

      (t)   "Performance Award" means an award of Shares, or cash in lieu of
            Shares, pursuant to Section 8 of the Plan.

      (u)   "Performance Factors" means the factors selected by the Committee
            from among the following measures to determine whether the
            performance goals established by the Committee and applicable to
            Awards have been satisfied:

            (1)   Net revenue and/or net revenue growth;

            (2)   Earnings before income taxes and amortization and/or earnings
                  before income taxes and amortization growth;

            (3)   Operating income and/or operating income growth;

            (4)   Net income and/or net income growth;

            (5)   Earnings per share and/or earnings per share growth;

            (6)   Total stockholder return and/or total stockholder return
                  growth;

            (7)   Return on equity;

            (8)   Operating cash flow return on income;

            (9)   Adjusted operating cash flow return on income;

            (10)  Economic value added; and

            (11)  Individual business objectives.

      (v)   "Performance Period" means the period of service determined by the
            Committee, not to exceed five years, during which years of service
            or performance is to be measured for Restricted Stock Awards or
            Stock Bonuses.

      (w)   "Plan" means this Intuit 2002 Equity Incentive Plan, as amended from
            time to time.

      (x)   "Prospectus" means the prospectus relating to the Plan, as amended
            from time to time, that is prepared by the Company and delivered or
            made available to Participants pursuant to the requirements of the
            Securities Act.

      (y)   "Purchase Price" means the price to be paid for Shares acquired
            under the Plan, other than Shares acquired upon exercise of an
            Option.

      (z)   "Restricted Stock Award" means an award of Shares pursuant to
            Section 6 of the Plan.

      (aa)  "SEC" means the Securities and Exchange Commission.

      (bb)  "Securities Act" means the Securities Act of 1933, as amended, and
            the regulations promulgated thereunder.


                                       12

      (cc)  "Shares" means shares of the Company's Common Stock $0.01 par value,
            reserved for issuance under the Plan, as adjusted pursuant to
            Sections 2 and 19, and any successor security.

      (dd)  "Stock Bonus" means an award of Shares, or cash in lieu of Shares,
            pursuant to Section 7 of the Plan.

      (ee)  "Subsidiary" means any corporation (other than the Company) in an
            unbroken chain of corporations beginning with the Company if, at the
            time of granting of the Award, each of the corporations other than
            the last corporation in the unbroken chain owns stock possessing 50%
            or more of the total combined voting power of all classes of stock
            in one of the other corporations in such chain.

      (ff)  "Ten Percent Stockholder" means any person who directly or by
            attribution owns more than ten percent of the total combined voting
            power of all classes of stock of the Company or any Parent or
            Subsidiary.

      (gg)  "Termination" or "Terminated" means, for purposes of the Plan with
            respect to a Participant, that the Participant has ceased to provide
            services as an employee, director, consultant, independent
            contractor or adviser, to the Company or a Parent or Subsidiary;
            provided that a Participant shall not be deemed to be Terminated if
            the Participant is on a leave of absence approved by the Committee
            or by an officer of the Company designated by the Committee; and
            provided further, that during any approved leave of absence, vesting
            of Awards shall be suspended or continue in accordance with
            guidelines established from time to time by the Committee. Subject
            to the foregoing, the Committee shall have sole discretion to
            determine whether a Participant has ceased to provide services and
            the effective date on which the Participant ceased to provide
            services (the "Termination Date").


                                       13

EX-4.03

                                                                    Exhibit 4.03


                                   INTUIT INC.

                        1996 EMPLOYEE STOCK PURCHASE PLAN

                   As Adopted by the Board on October 7, 1996
                And Approved by Stockholders on November 25, 1996
                   As Amended by the Board on October 24, 2001
                And Approved by Stockholders on January 18, 2002
          As Amended by the Compensation Committee on January 15, 2002
          And As Most Recently Amended by the Board on October 9, 2002
                And Approved by Stockholders on December 12, 2002

      1.    ESTABLISHMENT OF PLAN. The Company proposes to grant options for
purchase of the Company's Common Stock, $0.01 par value, to eligible employees
of the Company and Participating Subsidiaries pursuant to this Plan. A total of
4,900,000 shares of the Company's Common Stock is reserved for issuance under
this Plan. Such number shall be subject to adjustments effected in accordance
with Section 14 of this Plan. The Company intends this Plan to qualify as an
"employee stock purchase plan" under Section 423 of the Code (including any
amendments to or replacements of such Section), and this Plan shall be so
construed. Capitalized terms not defined in the text are defined in Section 26
below. Any term not expressly defined in this Plan that is defined in Section
423 of the Code shall have the same definition herein.

      2.    PURPOSE. The purpose of this Plan is to provide eligible employees
of the Company and Participating Subsidiaries with a convenient means of
acquiring an equity interest in the Company through payroll deductions, to
enhance such employees' sense of participation in the affairs of the Company and
Participating Subsidiaries, and to provide an incentive for continued
employment.

      3.    ADMINISTRATION. This Plan shall be administered by the Committee.
Subject to the provisions of this Plan and the limitations of Section 423 of the
Code or any successor provision in the Code, all questions of interpretation or
application of this Plan and any agreement or document executed pursuant to this
Plan shall be determined by the Committee and its decisions shall be final and
binding upon all Participants. The Committee shall have full power and authority
to prescribe, amend and rescind rules and regulations relating to this Plan,
including determining the forms and agreements used in connection with this
Plan; provided that the Committee may delegate to the President, the Chief
Financial Officer or the officer in charge of Human Resources, in consultation
with the General Counsel or her designee, the authority to approve revisions to
the forms and agreements used in connection with this Plan that are designed to
facilitate administration of the Plan and that are not inconsistent with the
Plan or with any resolutions of the Committee relating to the Plan. The
Committee may amend this Plan, except for amendments described in Section 25
that require Board and stockholder approval. Members of the Committee shall
receive no compensation for their services in connection with the administration
of this Plan, other than standard fees as established from time to time by the
Board for services rendered by Committee members serving on Board committees.
All expenses incurred in connection with the administration of this Plan shall
be paid by the Company.

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


      4.    ELIGIBILITY.

            (a)   Prior to the Offering Period commencing December 16, 2001, any
employee of the Company or of any Participating Subsidiary is eligible to
participate in an Offering Period under this Plan, except the following:

                  (i)   employees who are not employed fifteen (15) days before
the beginning of such Offering Period;

                  (ii)  employees who are customarily employed for less than
twenty (20) hours per week;

                  (iii) employees who are customarily employed for less than
five (5) months in a calendar year; and

                  (iv)  employees who, together with any other person whose
stock would be attributed to such employee pursuant to Section 424(d) of the
Code, own stock or hold options to purchase stock possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company or any of its Subsidiaries or who, as a result of being granted an
option under this Plan with respect to such Offering Period, would own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries.

            (b)   Effective with the Offering Period commencing December 16,
2001, any employee of the Company or of any Participating Subsidiary is eligible
to participate in an Offering Period under this Plan, except the following:

                  (i)   employees who are not employed fifteen (15) days before
the beginning of such Offering Period; and

                  (ii)  employees who, together with any other person whose
stock would be attributed to such employee pursuant to Section 424(d) of the
Code, own stock or hold options to purchase stock possessing five percent (5%)
or more of the total combined voting power or value of all classes of stock of
the Company or any of its Subsidiaries or who, as a result of being granted an
option under this Plan with respect to such Offering Period, would own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries.

            (c)   An individual who provides services to the Company, or any
Participating Subsidiary, as an independent contractor shall not be considered
an "employee" for purposes of this Section 4 or this Plan, and shall not be
eligible to participate in the Plan, except during such periods as the Company
or the Participating Subsidiary, as applicable, is required to withhold U.S.
federal employment taxes for the individual. This exclusion from participation
shall apply even if the individual is reclassified as an employee, rather than
an independent contractor, for any purpose other than U.S. federal employment
tax withholding.


                                      -2-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


      5.    OFFERING DATES.

            (a)   Prior to the Offering Period commencing June 16, 2001,
Offering Periods shall be of six (6) months duration commencing on December 16
and June 16 of each year and ending on June 15 and December 15 of each year,
except for the first and second Offering Periods under this Plan. The first
Offering Period began on January 1, 1997 and ended on June 30, 1997, and the
second Offering Period began on July 1, 1997 and ended on December 15, 1997.

            (b)   Effective with the Offering Period commencing June 16, 2001,
Offering Periods shall be of twelve (12) months duration commencing on December
16 and June 16 of each year and ending on the following December 15 and June 15.
Each Offering Period shall consist of two six-month Accrual Periods during which
payroll deductions of the Participants are accumulated under this Plan.

            (c)   Effective with the Offering Period commencing June 16, 2003,
Offering Periods shall be of twelve (12) months duration commencing on each June
16, September 16, December 16 and March 16 and ending on the following June 15,
September 15, December 15 and March 15, respectively. Each Offering Period shall
consist of four three-month Accrual Periods during which payroll deductions of
the Participants are accumulated under this Plan. The Offering Period commencing
December 16, 2002 shall be a transitional Offering Period of twelve (12) months
duration comprised of one six-month Accrual Period commencing on December 16,
2002 and ending on June 15, 2003 and two three-month Accrual Periods, the first
commencing on June 16, 2003 and ending on September 15, 2003 and the second
commencing on September 16, 2003 and ending on December 15, 2003.

            (d)   The Board shall have the power to change the duration of
Offering Periods with respect to future offerings without stockholder approval
if such change is announced prior to the scheduled beginning of the first
Offering Period to be affected.

      6.    PARTICIPATION IN THIS PLAN. An eligible employee may become a
Participant in an Offering Period on the first Offering Date after satisfying
the eligibility requirements by following the enrollment procedures established
by the Company and enrolling in the Plan by the enrollment deadline established
by the Company before such Offering Date. The enrollment deadline shall be the
same for all eligible employees with respect to a given Offering Period. An
eligible employee who does not timely enroll after becoming eligible to
participate in such Offering Period shall not participate in that Offering
Period or any subsequent Offering Period unless such employee follows the
enrollment procedures established by the Company and enrolls in this Plan by the
enrollment deadline established by the Company before a subsequent Offering
Date. A Participant will automatically participate in each Offering Period
commencing immediately following the last day of the prior Offering Period
unless he or she withdraws or is deemed to withdraw from this Plan or terminates
further participation in the Offering Period as set forth in Sections 11 or 12
below. A Participant is not required to file any additional agreement in order
to continue participation in this Plan. An employee may only participate in one
Offering Period at a time.

      7.    GRANT OF OPTION ON ENROLLMENT. Enrollment by an eligible employee in
this Plan with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such Participant of an option to purchase
on the Purchase Date up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during the applicable Accrual Period in such Offering Period
by (b) the lower of (i) eighty-five percent (85%) of the Fair Market Value of a
share of the Company's Common Stock on the Offering Date (but in no event less
than the par value of a share of the Company's Common Stock), or (ii)
eighty-five percent (85%) of the Fair Market Value of a share of


                                      -3-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


the Company's Common Stock on the Purchase Date (but in no event less than the
par value of a share of the Company's Common Stock); provided, however, that the
number of shares of the Company's Common Stock subject to any option granted
pursuant to this Plan shall not exceed the maximum number of shares which may be
purchased pursuant to Sections 10(a), 10(b) or 10(c) below with respect to the
applicable Accrual Period. The fair market value of a share of the Company's
Common Stock shall be determined as provided in Section 8 hereof.

      8.    PURCHASE PRICE. The purchase price per share at which a share of
Common Stock will be sold to Participants in any Offering Period shall be
eighty-five percent (85%) of the lesser of:

            (a)   The Fair Market Value on the Offering Date; or

            (b)   The Fair Market Value on the Purchase Date;

provided, however, that in no event may the purchase price per share of the
Company's Common Stock be below the par value per share of the Company's Common
Stock.

      9.    PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE
OF SHARES.

            (a)   The purchase price of the shares is accumulated by regular
payroll deductions made during each Accrual Period in an Offering Period. The
deductions are made as a percentage of the Participant's compensation in one
percent (1%) increments not less than two percent (2%), nor greater than ten
percent (10%) or such lower limit set by the Committee. Compensation shall mean
base salary and commissions. Payroll deductions shall commence on the first
payday of each Accrual Period and shall end on the last payday that occurs in
such Accrual Period unless sooner altered or terminated as provided in this
Plan. Notwithstanding the foregoing, if the last payday that occurs in an
Accrual Period is within five business days prior to the Purchase Date, the last
payday may be deemed to be the immediately preceding payday, provided that such
determination is made and announced prior to the scheduled beginning of the
applicable Accrual Period.

            (b)   A Participant may change the rate of payroll deductions during
an Offering Period as set forth below:

                  (i)   Effective for Offering Periods commencing on or before
December 16, 2002 (and through the first six-month Accrual Period in such
Offering Period), a Participant may lower (but not increase) the rate of payroll
deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions, in which case the new rate shall become
effective after the Company's receipt of the authorization in accordance with
the Company's administrative procedures for the Plan and shall continue for the
remainder of the Offering Period unless changed as described below. Such change
lowering the rate of payroll deductions may be made at any time during an
Offering Period, but not more than one (1) change may be made effective during
any Accrual Period. A Participant who lowers his or her rate of payroll
deduction during an Accrual Period may later request to cease payroll deductions
during the same Accrual Period under Section 9(c) below through the first
six-month Accrual Period in the Offering Period commencing December 16, 2002.

                  (ii)  Effective beginning with the first three-month Accrual
Period in the Offering Period commencing December 16, 2002 and for each
subsequent Offering Period, a Participant may lower or increase the rate of
payroll deductions to be effective with the next Accrual Period in the Offering
Period in which the Participant is enrolled by filing with the Company a new
authorization


                                      -4-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


for payroll deductions. The Participant must file the authorization before the
beginning of the next Accrual Period during the same time period as enrollment
is open under Section 6 above.

            (c)   A Participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Company a new
authorization for payroll deductions before the beginning of such Offering
Period by the deadline established by the Company and in accordance with the
Company's administrative procedures for the Plan.

            (d)   Effective with the Offering Period commencing December 16,
2000 and ending with the first six-month Accrual Period in the Offering Period
commencing December 16, 2002, a participant may reduce his or her payroll
deduction rate to zero during an Offering Period by filing with the Company a
request to cease payroll deductions. Such request shall be effective after the
Company's receipt of the request in accordance with the Company's administrative
procedures for the Plan and provided the payroll deduction suspension request is
made by the deadline established by the Company no further payroll deductions
will be made for the duration of the Offering Period. Payroll deductions
credited to the Participant's account prior to the effective date of the request
shall be used to purchase shares of Common Stock of the Company in accordance
with Section 9(e) below. A Participant may not resume making payroll deductions
during the Offering Period in which he or she reduces his or her payroll
deduction rate to zero. Unless the Participant elects to withdraw effective
following the purchase in accordance with Section 11 below, the Participant's
payroll deductions will automatically restart for the Offering Period that
begins immediately following the Purchase Date at the rate that was in effect
before the Participant filed his or her request to cease payroll deductions.

            (e)   All payroll deductions made for a Participant are credited to
his or her account under this Plan and are deposited with the general funds of
the Company. No interest accrues on the payroll deductions. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.

            (f)   On each Purchase Date, so long as this Plan remains in effect
and provided that the Participant has not timely submitted a signed and
completed withdrawal form before that date which notifies the Company that the
Participant wishes to withdraw from that Offering Period under this Plan and
have all payroll deductions accumulated in the account maintained on behalf of
the Participant as of that date returned to the Participant, the Company shall
apply the funds then in the Participant's account to the purchase of whole
shares of Common Stock reserved under the option granted to such Participant
with respect to the Offering Period to the extent that such option is
exercisable on the Purchase Date. The purchase price per share shall be as
specified in Section 8 of this Plan. Effective with the Offering Period
commencing June 16, 2001, any cash remaining in a Participant's account after
such purchase of shares because the amount is insufficient to purchase a whole
share shall be returned to the Participant, without interest. Prior to the
Offering Period commencing June 16, 2001, any cash remaining in a Participant's
account after such purchase of shares because the amount is insufficient to
purchase a whole share shall be carried forward, without interest, into the next
Accrual Period. Any cash remaining in a Participant's account after such
purchase due to the limitations in Section 10 below shall be returned to the
Participant, without interest. Subject to Section 12 below, no Common Stock
shall be purchased on a Purchase Date on behalf of any employee or former
employee whose participation in this Plan has terminated prior to such Purchase
Date.

            (g)   As promptly as practicable after the Purchase Date, the
Company shall issue shares representing the shares purchased.

            (h)   During a Participant's lifetime, such Participant's option to
purchase shares hereunder is exercisable only by him or her. The Participant
will have no interest or voting right in shares


                                      -5-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


covered by his or her option until such option has been exercised. Shares issued
for the benefit of a Participant under this Plan will be issued to an account in
the name of the Participant or in the name of the Participant and his or her
spouse.

      10.   LIMITATIONS ON SHARES TO BE PURCHASED.

            (a)   No Participant shall be entitled to purchase stock under this
Plan at a rate which, when aggregated with his or her rights to purchase stock
under all other employee stock purchase plans of the Company or any Subsidiary,
exceeds $25,000 in fair market value, determined as of the Offering Date (or
such other limit as may be imposed by the Code) for each calendar year in which
the employee is a Participant in this Plan.

            (b)   No more than twice the number of shares that the Participant
could have purchased at the price on an Offering Date may be purchased by a
Participant on any single Purchase Date within that Offering Period.

            (c)   No Participant shall be entitled to purchase more than the
Maximum Share Amount on any single Purchase Date. Prior to the commencement of
any Offering Period, the Committee may, in its sole discretion, set a Maximum
Share Amount. In no event shall the Maximum Share Amount exceed the amounts
permitted under Section 10(b) above. If a new Maximum Share Amount is set, then
all Participants must be notified of such Maximum Share Amount prior to the
deadline established by the Company to enroll or change the rate of payroll
deductions for the next Offering Period. Once the Maximum Share Amount is set,
it shall continue to apply with respect to all succeeding Offering Periods
unless revised by the Committee as set forth above.

            (d)   If the number of shares to be purchased on a Purchase Date by
all Participants exceeds the number of shares then available for issuance under
this Plan, then the Company will make a pro rata allocation of the remaining
shares in as uniform a manner as shall be reasonably practicable and as the
Committee shall determine to be equitable. In such event, the Company shall give
written notice of such reduction of the number of shares to be purchased under a
Participant's option to each Participant affected thereby.

            (e)   Any payroll deductions accumulated in a Participant's account
which are not used to purchase stock due to the limitations in this Section 10
shall be returned to the Participant as soon as practicable after the end of the
applicable Accrual Period, without interest.

      11.   WITHDRAWAL.

            (a)   Each Participant may withdraw from an Offering Period under
this Plan by withdrawing from the Plan in accordance to the procedures
established by the Company by the deadline established by the Company for
withdrawals.

            (b)   Upon withdrawal from this Plan, the accumulated payroll
deductions shall be returned to the withdrawn Participant, without interest, and
his or her interest in this Plan shall terminate. In the event a Participant
withdraws from this Plan in accordance with Section 11(a), he or she may not
resume his or her participation in this Plan during the same Offering Period,
but he or she may participate in any Offering Period under this Plan which
commences on a date subsequent to such withdrawal by filing a new authorization
for payroll deductions in the same manner as set forth above in Section 6 for
initial participation in this Plan.

            (c)   If the Fair Market Value on the first day of a current
Offering Period in which a Participant is enrolled is higher than the Fair
Market Value on the first day of any subsequent Offering


                                      -6-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


Period, the current Offering Period will end following the Purchase Date and the
Company will automatically enroll such Participant in the Offering Period that
begins immediately following the Purchase Date. Any funds accumulated in the
Participant's account prior to the first day of such subsequent Offering Period
will be applied to the purchase of shares on the Purchase Date immediately prior
to the first day of such subsequent Offering Period. A Participant does not need
to file any forms with the Company to automatically be enrolled in the
subsequent Offering Period in accordance with this Section 11(c).

      12.   TERMINATION OF EMPLOYMENT.

            (a)   Effective with the Offering Period commencing December 16,
2001 and ending with the Purchase Date of the first six-month Accrual Period in
the Offering Period commencing December 16, 2002, if a Participant terminates
employment for any reason within ninety (90) days prior to a Purchase Date,
payroll deductions credited to the Participant's account prior to the date his
or her employment terminates shall be used to purchase shares of Common Stock of
the Company in accordance with Section 9(f) above. If, however, the Participant
or, in the event of the Participant's death, the Participant's legal
representative, elects to withdraw from the Plan in accordance with Section 11
above, payroll deductions credited to the Participant's account prior to the
date his or her employment terminates shall be returned to the Participant or,
in the case of his or her death, to his or her legal representative, without
interest. If a Participant terminates employment for any reason more than ninety
(90) days prior to a Purchase Date, payroll deductions credited to the
Participant's account prior to the date his or her employment terminates shall
be returned to him or her or, in the case of his or her death, to his or her
legal representative, without interest.

            (b)   Prior to the Offering Period commencing December 16, 2001 and
effective immediately following the first Purchase Date of the Offering Period
commencing December 16, 2002 and for subsequent Offering Periods, termination of
a Participant's employment for any reason, including retirement, death or the
failure of a Participant to remain an eligible employee under Section 4 above,
immediately terminates his or her participation in this Plan. In such event, the
payroll deductions credited to the Participant's account will be returned to him
or her or, in the case of his or her death, to his or her legal representative,
without interest.

            (c)   For purposes of this Section 12, an employee will not be
deemed to have terminated employment or failed to remain an eligible employee in
the case of sick leave, military leave, or any other leave of absence approved
by the Committee; provided that such leave is for a period of not more than
ninety (90) days or reemployment upon the expiration of such leave is guaranteed
by contract or statute.

      13.   RETURN OF PAYROLL DEDUCTIONS. In the event a Participant's interest
in this Plan is terminated by withdrawal, termination of employment or
otherwise, or in the event this Plan is terminated, the Company shall promptly
deliver to the Participant all payroll deductions credited to such Participant's
account. No interest shall accrue on the payroll deductions of a Participant in
this Plan.

      14.   CAPITAL CHANGES. Subject to any required action by the stockholders
of the Company, the number of shares of Common Stock covered by each option
under this Plan which has not yet been exercised and the number of shares of
Common Stock which have been authorized for issuance under this Plan but have
not yet been placed under option, as well as the price per share of Common Stock
covered by each option under this Plan which has not yet been exercised, shall
be proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock of the Company resulting from a stock
split or the payment of a stock dividend (but only on the


                                      -7-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


Common Stock) or any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of any consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without receipt of
consideration"; and provided further, that the price per share of Common Stock
shall not be reduced below its par value per share. Such adjustment shall be
made by the Board, whose determination shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

      In the event of the proposed dissolution or liquidation of the Company,
each Offering Period will terminate immediately prior to the consummation of
such proposed action and the accrued payroll deductions will be returned to each
Participant without interest, unless otherwise provided by the Board. The Board
may, in the exercise of its sole discretion in such instances, shorten each
Offering Period in progress and establish a new Purchase Date (the "Special
Purchase Date") upon which the accrued payroll deductions of each Participant
who does not elect to withdraw his or her payroll deductions will be used to
purchase whole shares with any remaining cash balance in a Participant's account
being returned to such Participant as soon as administratively practicable
following the Special Purchase Date. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger or consolidation
of the Company with or into another corporation, each option under this Plan
shall be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. In the
event the successor corporation does not assume or substitute such options, the
Board shall shorten each Offering Period in progress and establish a Special
Purchase Date upon which the accrued payroll deductions of each Participant who
does not elect to withdraw his or her payroll deductions will be used to
purchase whole shares with any remaining cash balance in a Participant's account
being returned to such Participant as soon as administratively practicable
following the Special Purchase Date. The price at which each share may be
purchased on such Special Purchase Date shall be calculated in accordance with
Section 8 above as if "Purchase Date" were replaced by "Special Purchase Date".

      The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, or
in the event of the Company being consolidated with or merged into any other
corporation; provided, that the price per share of Common Stock shall not be
reduced below its par value per share.

      15.   NONASSIGNABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under this Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 22 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

      16.   REPORTS. Individual accounts will be maintained for each Participant
in this Plan. Each Participant shall receive promptly after the end of each
Offering Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and any cash remaining in the Participant's account after the shares are
purchased.

      17.   NOTICE OF DISPOSITION. Effective January 1, 2003, in order that the
Company may properly report the compensation attributable to a Participant's
disposition of shares purchased under this Plan, the Company may require
Participants to keep shares purchased under this Plan in an


                                      -8-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


account established with a broker dealer approved by the Company until the
Participant sells, gifts or transfers such shares by descent or distribution.
Prior to such Offering Period, each Participant may be required to notify the
Company if the Participant disposes of any of the shares purchased in any
Offering Period pursuant to this Plan if such disposition occurs within the
Notice Period. The Company may, at any time during the Notice Period, place a
legend or legends on any certificate representing shares acquired pursuant to
this Plan requesting the Company's transfer agent to notify the Company of any
transfer of the shares. The obligation of the Participant to provide such notice
shall continue notwithstanding the placement of any such legend on the
certificates.

      18.   NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant
of any option hereunder shall confer any right on any employee to remain in the
employ of the Company or any Subsidiary, or restrict the right of the Company or
any Subsidiary to terminate such employee's employment.

      19.   EQUAL RIGHTS AND PRIVILEGES. All eligible employees shall have equal
rights and privileges with respect to this Plan so that this Plan qualifies as
an "employee stock purchase plan" within the meaning of Section 423 or any
successor provision of the Code and the related regulations. Any provision of
this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company or the Board, be
reformed to comply with the requirements of Section 423. This Section 19 shall
take precedence over all other provisions in this Plan.

      20.   NOTICES. All notices or other communications by a Participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

      21.   TERM; STOCKHOLDER APPROVAL. This Plan became effective October 7,
1996, the date on which it was adopted by the Board and was approved by the
stockholders of the Company, in a manner permitted by applicable corporate law,
within twelve (12) months after the date this Plan was adopted by the Board. No
purchase of shares pursuant to this Plan occurred prior to such stockholder
approval. This Plan shall continue until the earlier to occur of (a) termination
of this Plan by the Board (which termination may be effected by the Board at any
time), (b) issuance of all of the shares of Common Stock reserved for issuance
under this Plan, or (c) ten (10) years from the adoption of this Plan by the
Board.


                                      -9-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


      22.   DEATH OF A PARTICIPANT.

            (a)   Effective with the Offering Period commencing December 16,
2001 and ending with the Purchase Date of the first six-month Accrual Period in
the Offering Period commencing December 16, 2002, in the event of a
Participant's death, payroll deductions in his or her account shall, in
accordance with Section 12(a) above, and the Participant's will or the laws of
descent and distribution to the extent consistent with this Plan, either (i)
purchase Shares on the next Purchase Date in accordance with Section 12(a); or
(ii) be refunded to the Participant's legal representative in accordance with
Section 9(f). Effective immediately following the first Purchase Date of the
Offering Period commencing December 16, 2002 and for subsequent Offering Periods
in the event of a Participant's death, payroll deductions in his or her account
shall be refunded to the Participant's legal representative in accordance with
Section 9(f). Any shares purchased under the Plan on behalf of a Participant are
to be treated in accordance with the Participant's will or the laws of descent
and distribution.

            (b)   Prior to the Offering Period commencing December 16, 2001, a
Participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the Participant's account under this Plan in
the event of such Participant's death subsequent to the end of an Offering
Period but prior to delivery to him of such shares and cash. In addition, a
Participant may file a written designation of a beneficiary who is to receive
any cash from the Participant's account under this Plan in the event of such
Participant's death prior to a Purchase Date.) Such designation of beneficiary
may be changed by the Participant at any time by written notice. In the event of
the death of a Participant and in the absence of a beneficiary validly
designated under this Plan who is living at the time of such Participant's
death, the Company shall deliver such shares or cash to the executor or
administrator of the estate of the Participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares or cash to the spouse or to any one
or more dependents or relatives of the Participant, or if no spouse, dependent
or relative is known to the Company, then to such other person as the Company
may designate.

      23.   CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange or automated quotation
system upon which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

      24.   APPLICABLE LAW. The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of California.

      25.   AMENDMENT OR TERMINATION OF THIS PLAN. The Committee may at any time
amend, terminate or extend the term of this Plan, except that any such
termination cannot affect options previously granted under this Plan, nor may
any amendment make any change in an option previously granted which would
adversely affect the right of any Participant. Notwithstanding the foregoing,
the Board must make any amendment that would:

            (a)   increase the number of shares that may be issued under this
Plan;

            (b)   change the designation of the employees (or class of
employees) eligible for participation in this Plan; or


                                      -10-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


            (c)   constitute an amendment for which stockholder approval is
required by any stock exchange or automated quotation system upon which the
shares may then be listed.

Each such amendment, except for an amendment under Section 25(b) above, requires
stockholder approval of the Company to be obtained. Such stockholder approval
must be obtained, in a manner permitted by applicable corporate law, within
twelve (12) months of the adoption of such amendment by the Board.

Notwithstanding the prohibition against affecting options previously granted
under this Plan, this Plan or an Offering Period may be terminated by the Board
on a Purchase Date or by the Board's setting a new Purchase Date with respect to
an Offering Period then in progress if the Board determines that termination of
the Plan and/or the Offering Period is in the best interests of the Company and
the stockholders or if continuation of the Plan and/or the Offering Period would
cause the Company to incur adverse accounting charges as a result of a change in
the generally accepted accounting rules or interpretations thereof that are
applicable to this Plan.

      26.   DEFINITIONS.

            (a)   "Board" means the Board of Directors of the Company.

            (b)   "Code" means the Internal Revenue Code of 1986, as amended.

            (c)   "Committee" means a committee appointed by the Board. If two
                  or more members of the Board are Outside Directors, the
                  Committee will be comprised of at least two (2) members of the
                  Board, all of whom are Outside Directors. If no Committee has
                  been established references to the "Committee" shall mean the
                  Board.

            (d)   "Company" means Intuit Inc., a Delaware corporation.

            (e)   "Fair Market Value" means as of any date, the value of a share
                  of the Company's Common Stock determined as follows:

                        (i)   if such Common Stock is then quoted on the Nasdaq
                        National Market, its last reported sale price on the
                        Nasdaq National Market or, if no such reported sale
                        takes place on such date, the average of the closing bid
                        and asked prices;

                        (ii)  if such Common Stock is publicly traded and is
                        then listed on a national securities exchange, its last
                        reported sale price or, if no such reported sale takes
                        place on such date, the average of the closing bid and
                        asked prices on the principal national securities
                        exchange on which the Common Stock is listed or admitted
                        to trading;

                        (iii) if such Common Stock is publicly traded but is not
                        quoted on the Nasdaq National Market or listed or
                        admitted to trading on a national securities exchange,
                        the average of the closing bid and asked prices on such
                        date, as reported in The Wall Street Journal, for the
                        over-the-counter market; or


                                      -11-

                                                                     Intuit Inc.
                                               1996 Employee Stock Purchase Plan


                        (iv)  if none of the foregoing is applicable, by the
                        Board in good faith.

            (f)   "Maximum Share Amount" means the maximum number of shares
                  which may be purchased by any employee at any single Purchase
                  Date.

            (g)   "Notice Period" is the period beginning two (2) years from the
                  Offering Date and one (1) year from the Purchase Date on which
                  such shares were purchase.

            (h)   "Offering Date" is the first business day of each Offering
                  Period.

            (i)   "Offering Period" means through the Offering Period commencing
                  June 16, 2002, a twelve-month period containing two six-month
                  Accrual Periods. Effective with the Offering Period commencing
                  June 16, 2003, Offering Period means a twelve-month period
                  containing four three-month Accrual Periods. The transitional
                  Offering Period commencing December 16, 2002 shall be a
                  twelve-month period containing one six-month Accrual Period
                  and two three-month Accrual Periods. Effective prior to June
                  16, 2001, the Offering Period was six-months in length and
                  contained one six-month Accrual Period.

            (j)   "Outside Directors" means outside directors within the meaning
                  of Code Section 162(m).

            (k)   "Participating Subsidiaries" means Subsidiaries that have been
                  designated by the Board from time to time as eligible to
                  participate in this Plan,

            (l)   "Plan" means this Intuit Inc. 1996 Employee Stock Purchase
                  Plan, as amended from time to time.

            (m)   "Parent Corporation" and "Subsidiary" (collectively,
                  "Subsidiaries") shall have the same meanings as "parent
                  corporation" and "subsidiary corporation" in Code Sections
                  424(e) and 424(f).

            (n)   "Participant" means an employee who meets the eligibility
                  requirements of Section 4 above and timely enrolls in the Plan
                  in accordance with Section 6 above.

            (o)   "Purchase Date" is the last business day of each Accrual
                  Period.

            (p)   "Accrual Period" means prior to June 16, 2003, a six-month
                  period during which payroll deductions are accumulated and
                  effective June 16, 2003 means, a three-month period during
                  which payroll deductions are accumulated.

            (q)   "Reserves" means (i) the number of shares of Common Stock
                  covered by each option under this Plan which has not yet been
                  exercised and (ii) the number of shares of Common Stock which
                  have been authorized for issuance under this Plan but have not
                  yet been placed under option.


                                      -12-

EX-4.04

                                                                    Exhibit 4.04


                                   INTUIT INC.

                        1996 DIRECTORS STOCK OPTION PLAN

                   As Adopted by the Board on October 7, 1996
                and Approved by Stockholders on November 25, 1996
            As Most Recently Amended by the Board on October 9, 2002
                And Approved by Stockholders on December 12, 2002

      1.    PURPOSE. This 1996 Directors Stock Option Plan (this "Plan") is
established to provide equity incentives for non-employee members of the Board
of Directors of Intuit Inc. (the "Company"), who are described in Section 6.1
below, by granting such persons options to purchase shares of stock of the
Company.

      2.    ADOPTION AND STOCKHOLDER APPROVAL. This Plan became effective on
October 7, 1996, (the "Effective Date"), the date on which it was adopted by the
Board of Directors of the Company (the "Board") and was approved by the
stockholders of the Company, consistent with applicable laws on November 25,
1996. The amendments to the Plan that were approved by the Board on October 9,
2002 are subject to stockholder approval and become effective on the date on
which they are approved by the Company's stockholders (the "Amendment Approval
Date"). No stock option that is granted as a result of any increase in the
number of shares authorized to be issued under this Plan shall be exercised
prior to the time such increase has been approved by the stockholders of the
Company and all such options granted pursuant to such increase shall terminate
if such stockholder approval is not obtained.

      3.    TYPES OF OPTIONS AND SHARES. Options granted under this Plan
("Options") shall be non-qualified stock options. The shares of stock that may
be purchased upon exercise of Options granted under this Plan are shares of the
Common Stock of the Company (the "Shares").

      4.    NUMBER OF SHARES. The maximum number of Shares that may be issued
pursuant to Options granted under this Plan (the "Maximum Number") is 1,050,000
Shares, subject to adjustment as provided in Section 11 of this Plan. If any
Option is terminated for any reason without being exercised in whole or in part,
the Shares thereby released from such Option shall be available for purchase
under other Options granted under this Plan. At all times during the term of
this Plan, the Company shall reserve and keep available such number of Shares as
shall be required to satisfy the requirements of outstanding Options granted
under this Plan; provided, however, that if the aggregate number of Shares
subject to outstanding Options granted under this Plan plus the aggregate number
of Shares previously issued by the Company pursuant to the exercise of Options
granted under this Plan equals or exceeds the Maximum Number, then
notwithstanding anything herein to the contrary, no further Options may be
granted under this Plan until the Maximum Number is increased or the aggregate
number of Shares subject to outstanding Options granted under this Plan plus the
aggregate number of Shares previously issued by the Company pursuant to the
exercise of Options granted under this Plan is less than the Maximum Number.

      5.    ADMINISTRATION. This Plan shall be administered by the Board. The
interpretation by the Board of any of the provisions of this Plan or any Option
granted under this Plan shall be final and binding upon the Company and all
persons having an interest in any Option or any Shares purchased pursuant to an
Option.

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


      6.    ELIGIBILITY AND AWARD FORMULA.

            6.1   Eligibility. Options shall be granted only to directors of the
Company who are not current or former employees of the Company or any Parent,
Subsidiary or Affiliate of the Company, as those terms are defined in Section 17
below (each such person referred to as a "Non-Employee Director").

            6.2   Initial Grant. Each Non-Employee Director who first becomes a
member of the Board will automatically be granted an Option for 45,000 Shares
(each such Option referred to as the "Initial Grant").

            6.3   Succeeding Grants. On each anniversary of an Initial Grant,
each Non-Employee Director will automatically be granted an Option for 15,000
Shares (each such Option referred to as a "Succeeding Grant").

            6.4   Audit Committee Grants. Each Non-Employee Director who is
appointed as a new member to the Audit Committee after the Amendment Approval
Date will automatically be granted an Option for 5,000 shares on the day he or
she is appointed. On each anniversary of a Non-Employee Director's first Option
grant pursuant to this Section 6.4 on which the Non-Employee Director is a
member of the Audit Committee, the Non-Employee Director will automatically be
granted another 5,000 share Option (each such Option referred to as an "Audit
Committee Grant").

            6.5   Compensation Committee Grants. Each Non-Employee Director who
is appointed as a new member to the Compensation Committee after the Amendment
Approval Date will automatically be granted an Option for 5,000 shares on the
day he or she is appointed. On each anniversary of a Non-Employee Director's
first Option grant pursuant to this Section 6.5 on which the Non-Employee
Director is a member of the Compensation Committee, the Non-Employee Director
will automatically be granted another 5,000 share Option (each such Option
referred to as a "Compensation Committee Grant").

            6.6   Nominating & Governance Committee Grants. On the Amendment
Approval Date, each member of the Nominating & Governance Committee will
automatically be granted an Option for 5,000 Shares. Each Non-Employee Director
who is appointed as a new member to the Nominating & Governance Committee after
the Amendment Approval Date will automatically be granted an Option for 5,000
shares on the day he or she is appointed. On each anniversary of a Non-Employee
Director's first Option grant pursuant to this Section 6.6 on which the
Non-Employee Director is a member of the Nominating & Governance Committee, the
Non-Employee Director will automatically be granted another 5,000 share Option
(each such Option referred to as a "Nominating & Governance Committee Grant").

      7.    TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to
Section 6 above:

            7.1   Form of Option Grant. Each Option granted under this Plan
shall be evidenced by a written Stock Option Grant ("Grant") in such form (which
need not be the same for each Non-Employee Director) as the Board or its
delegees shall from time to time approve, which Grant shall comply with and be
subject to the terms and conditions of this Plan.

            7.2   Vesting.


                                        2

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


                  (a)   Options granted prior to February 19, 1999 shall become
exercisable as they vest according to the following vesting schedule: each
Initial Grant and Succeeding Grant will vest as to twenty-five percent (25%) of
the Shares upon the first anniversary of the date such Option is granted and an
additional 2.0833% of the Shares each month thereafter, so long as the
Non-Employee Director continuously remains a director or a consultant of the
Company.

                  (b)   Options granted under this Plan on or after February 19,
1999 but prior to November 30, 1999 shall be fully vested and exercisable on the
date of grant.

                  (c)   Initial Grants and Succeeding Grants granted on or after
November 30, 1999 shall become exercisable as they vest according to the
following vesting schedule: (i) each Initial Grant will vest as to 25% of the
Shares upon the first anniversary of the date such Option is granted and an
additional 2.0833% of the Shares each month thereafter and become fully vested
on the fourth anniversary of the date of grant, so long as the Non-Employee
Director continuously remains a director or a consultant of the Company, (ii)
each Succeeding Grant will vest as to 50% of the Shares upon the first
anniversary of the date such Option is granted and an additional 4.1666% of the
Shares each month thereafter and become fully vested on the second anniversary
of the date of grant, so long as the Non-Employee Director continuously remains
a director or a consultant of the Company.

                  (d)   Each Audit Committee Grant, each Compensation Committee
Grant and each Nominating & Governance Committee Grant shall become exercisable
as it vests as to 8.333% of the Shares each month following the date of grant
and become fully vested on the first anniversary of the date of grant, so long
as the Non-Employee Director continuously remains a director or a consultant of
the Company.

                  (e)   Any Option granted to an Non-Employee Director will vest
as to 100% of the Shares subject to such Option, if the Non-Employee Director
ceases to be a member of the Board or a consultant of the Company due to "total
disability" or death (or his or her death occurs within three months of the
Termination Date). For purposes of this Section 7.2(e), "total disability" shall
mean: (A) (i) for so long as such definition is used for purposes of the
Company's group life insurance and accidental death and dismemberment plan or
group long term disability plan, that the Non-Employee Director is unable to
perform each of the material duties of any gainful occupation for which the
Non-Employee Director is or becomes reasonably fitted by training, education or
experience and which total disability is in fact preventing the Non-Employee
Director from engaging in any employment or occupation for wage or profit; or,
(ii) if such definition has changed, such other definition of "total disability"
as determined under the Company's group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (B) the Company shall
have received from the Non-Employee Director's primary physician a certification
that the Non-Employee Director's total disability is likely to be permanent.

            7.3   Exercise Price. The exercise price of an Option shall be the
Fair Market Value (as defined in Section 17.4) of the Shares at the time that
the Option is granted.

            7.4   Termination of Option. Except as provided below in this
Section, each Option shall expire ten (10) years after its date of grant (the
"Expiration Date"). The Option shall expire when the Non-Employee Director
ceases to be a member of the Board or a consultant of the Company. The date on
which the Non-Employee Director ceases to be a member of the Board or a
consultant of the Company shall be referred to as the "Termination Date." An
Option may be exercised after the Termination Date only as set forth below:


                                       3

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


                  (a)   Termination Generally. If the Non-Employee Director
ceases to be a member of the Board or consultant of the Company for any reason
except death or disability, then each Option to the extent then vested (as
determined by Section 7.2 of this Plan) then held by such Non-Employee Director
may be exercised by the Non-Employee Director within seven (7) months after the
Termination Date, but in no event later than the Expiration Date.

                  (b)   Death or Disability. If the Non-Employee Director ceases
to be a member of the Board or consultant of the Company because of the death of
the Non-Employee Director or the disability of the Non-Employee Director within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), then each Option to the extent then vested (as determined by
Section 7.2 of this Plan) then held by such Non-Employee Director may be
exercised by the Non-Employee Director (or the Non-Employee Director's legal
representative) within twelve (12) months after the Termination Date, but in no
event later than the Expiration Date.

      8.    EXERCISE OF OPTIONS.

            8.1   Exercise Period. Subject to the provisions of Section 8.5
below, Options granted on or after February 19, 1999 but prior to November 30,
1999 shall be fully vested and exercisable on the date of grant. Options granted
prior to February 19, 1999 and Options granted on or after November 30, 1999
shall be exercisable as they vest.

            8.2   Notice. Options may be exercised only by delivery to the
Company of an exercise agreement in a form approved by the Board or its delegees
stating the number of Shares being purchased, the restrictions imposed on the
Shares and such representations and agreements regarding the Non-Employee
Director's investment intent and access to information as may be required by the
Company to comply with applicable securities laws, together with payment in full
of the exercise price for the number of Shares being purchased.

            8.3   Payment. Payment for the Shares purchased upon exercise of an
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by the Non-Employee Director for more
than six (6) months (and which have been paid for within the meaning of
Securities and Exchange Commission ("SEC") Rule 144 and, if such shares were
purchased from the Company by use of a promissory note, such note has been fully
paid with respect to such shares) or were obtained by the Non-Employee Director
in the open public market, having a Fair Market Value equal to the exercise
price of the Option; (c) by waiver of compensation due or accrued to the
Non-Employee Director for services rendered; (d) provided that a public market
for the Company's stock exists, through a "same day sale" commitment from the
Non-Employee Director and a broker-dealer that is a member of the National
Association of Securities Dealers (an "NASD Dealer") whereby the Non-Employee
Director irrevocably elects to exercise the Option and to sell a portion of the
Shares so purchased to pay for the exercise price and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; (e) provided that a public market for the Company's
stock exists, through a "margin" commitment from the Non-Employee Director and
an NASD Dealer whereby the Non-Employee Director irrevocably elects to exercise
the Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company; or (f) by any
combination of the foregoing.


                                       4

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


            8.4   Withholding Taxes. Prior to issuance of the Shares upon
exercise of an Option, the Non-Employee Director shall pay or make adequate
provision for any federal or state withholding obligations of the Company, if
applicable.

            8.5   Limitations on Exercise. Notwithstanding the exercise periods
set forth in the Grant, exercise of an Option shall always be subject to the
following limitations:

                  (a)   An Option shall not be exercisable until such time as
this Plan (or, in the case of Options granted pursuant to an amendment
increasing the number of shares that may be issued pursuant to this Plan, such
amendment) has been approved by the stockholders of the Company in accordance
with Section 15 below.

                  (b)   An Option shall not be exercisable unless such exercise
is in compliance with the Securities Act of 1933, as amended (the "Securities
Act") and all applicable state securities laws, as they are in effect on the
date of exercise.

                  (c)   The Board may specify a reasonable minimum number of
Shares that may be purchased upon any exercise of an Option, provided that such
minimum number will not prevent the Non-Employee Director from exercising the
full number of Shares as to which the Option is then exercisable.

      9.    NONTRANSFERABILITY OF OPTIONS. During the lifetime of the
Non-Employee Director, an Option shall be exercisable only by the Non-Employee
Director or by the Non-Employee Director's guardian or legal representative,
unless otherwise permitted by the Board. No Option may be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution.

      10.   PRIVILEGES OF STOCK OWNERSHIP. No Non-Employee Director shall have
any of the rights of a stockholder with respect to any Shares subject to an
Option until the Option has been validly exercised. No adjustment shall be made
for dividends or distributions or other rights for which the record date is
prior to the date of exercise, except as provided in this Plan. The Company
shall provide to each Non-Employee Director a copy of the annual financial
statements of the Company, at such time after the close of each fiscal year of
the Company as they are released by the Company to its stockholders.

      11.   ADJUSTMENT OF OPTION SHARES. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of the Company without consideration,
the number of Shares available under this Plan and the number of Shares subject
to outstanding Options and the exercise price per share of such outstanding
Options shall be proportionately adjusted, subject to any required action by the
Board or stockholders of the Company and compliance with applicable securities
laws; provided, however, that no fractional shares shall be issued upon exercise
of any Option and any resulting fractions of a Share shall be rounded up to the
nearest whole Share.

      12.   NO OBLIGATION TO CONTINUE AS DIRECTOR. Nothing in this Plan or any
Option granted under this Plan shall confer on any Non-Employee Director any
right to continue as a director of the Company.


                                       5

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


      13.   COMPLIANCE WITH LAWS. The grant of Options and the issuance of
Shares upon exercise of any Options shall be subject to and conditioned upon
compliance with all applicable requirements of law, including without limitation
compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or
national market system on which the Shares may be listed. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration or qualification requirement of any state securities laws,
stock exchange or national market system.

      14.   ACCELERATION OF OPTIONS UPON CERTAIN CORPORATE TRANSACTIONS. In the
event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and the Options granted under this Plan are assumed or replaced by the
successor corporation, which assumption will be binding on all Non-Employee
Directors), (c) a merger in which the Company is the surviving corporation but
after which the stockholders of the Company (other than any stockholder which
merges (or which owns or controls another corporation which merges) with the
Company in such merger) own less than 50% of the shares or other equity
interests in the Company, (d) the sale of substantially all of the assets of the
Company, or (e) the acquisition, sale or transfer of a majority of the
outstanding shares of the Company by tender offer or similar transaction, the
vesting of all options granted pursuant to this Plan will accelerate and the
options will become exercisable in full prior to the consummation of such event
at such times and on such conditions as the Board determines, and if such
options are not exercised prior to the consummation of the corporate
transaction, they shall terminate in accordance with the provisions of this
Plan.

      15.   AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend this Plan (but may not terminate or amend the terms of any
outstanding option without the consent of the Non-Employee Director); provided,
however, that the Board shall not, without the approval of the stockholders of
the Company, increase the total number of Shares available under this Plan
(except by operation of the provisions of Sections 4 and 11 above) or broaden
the class of persons eligible to receive Options. In any case, no amendment of
this Plan may adversely affect any then outstanding Options or any unexercised
portions thereof without the written consent of the Non-Employee Director.

      16.   TERM OF PLAN. Options may be granted pursuant to this Plan from time
to time within a period of ten (10) years from the Effective Date.

      17.   CERTAIN DEFINITIONS. As used in this Plan, the following terms shall
have the following meanings:

            17.1  "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

            17.2  "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


                                       6

                                                                     Intuit Inc.
                                                1996 Directors Stock Option Plan


            17.3  "Affiliate" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

            17.4  "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:

                  (a)   if such Common Stock is then quoted on the Nasdaq
                  National Market, its last reported sale price on the Nasdaq
                  National Market or, if no such reported sale takes place on
                  such date, the average of the closing bid and asked prices;

                  (b)   if such Common Stock is publicly traded and is then
                  listed on a national securities exchange, its last reported
                  sale price or, if no such reported sale takes place on such
                  date, the average of the closing bid and asked prices on the
                  principal national securities exchange on which the Common
                  Stock is listed or admitted to trading;

                  (c)   if such Common Stock is publicly traded but is not
                  quoted on the Nasdaq National Market nor listed or admitted to
                  trading on a national securities exchange, the average of the
                  closing bid and asked prices on such date, as reported in The
                  Wall Street Journal, for the over-the-counter market; or

                  (d)   if none of the foregoing is applicable, by the Board in
                  good faith.


                                       7

EX-4.07

                                                                    Exhibit 4.07


Grant No.
          -------

                                   INTUIT INC.

                        1996 DIRECTORS STOCK OPTION PLAN

                 DIRECTORS NONQUALIFIED SUCCEEDING STOCK OPTION GRANT

       This Stock Option Grant (this "GRANT") is made and entered into as of the
date of grant set forth below (the "DATE OF GRANT") by and between Intuit Inc.,
a Delaware corporation (the "COMPANY"), and the Optionee named below
("OPTIONEE").

Optionee:
                                    ------------------------------------------

Optionee's Address:
                                    ------------------------------------------

Total Shares Subject to Option:                       15,000
                                    ------------------------------------------

Exercise Price Per Share:
                                    ------------------------------------------

Date of Grant:
                                    ------------------------------------------

Expiration Date:
                                    ------------------------------------------

      1. GRANT OF OPTION. The Company hereby grants to Optionee an option (this
"OPTION") to purchase up to the total number of shares of Common Stock of the
Company set forth above (collectively, the "SHARES") at the exercise price per
share set forth above (the "EXERCISE PRICE"), subject to all of the terms and
conditions of this Grant and the Company's 1996 Directors Stock Option Plan, as
amended by the Board on October 9, 2002 and approved by stockholders on December
12, 2002 (the "PLAN"). Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Plan.

      2. EXERCISE AND VESTING OF OPTION. This Option shall vest as to 50% of the
Shares upon the first anniversary of the Date of Grant and an additional 4.1666%
of the Shares each month thereafter, so long as the Optionee continuously
remains a director or a consultant of the Company, subject to the other terms
and conditions of the Plan and this Grant.

      3. RESTRICTION ON EXERCISE. This Option may not be exercised unless such
exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. Optionee
understands that the



Company is under no obligation to register, qualify or list the Shares with the
SEC, any state securities commission or any stock exchange or national market
system to effect such compliance.

      4. TERMINATION OF OPTION. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be a Board
member or consultant of the Company. The date on which Optionee ceases to be a
Board member or consultant of the Company shall be referred to as the
"TERMINATION DATE."

           4.1 Termination Generally. If Optionee ceases to be a Board member or
consultant of the Company for any reason except death or disability within the
meaning of Section 22(e)(3) of the Code, then this Option, to the extent (and
only to the extent) that it would have been exercisable by Optionee on the
Termination Date, may be exercised by Optionee within seven months after the
Termination Date, but in no event later than the Expiration Date.

           4.2 Death or Disability. If Optionee ceases to be a Board member or
consultant of the Company because of the death of Optionee or the disability of
Optionee within the meaning of Section 22(e)(3) of the Code, then this Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the Termination Date, may be exercised by Optionee (or Optionee's
legal representative) within 12 months after the Termination Date, but in no
event later than the Expiration Date.

      5.   MANNER OF EXERCISE.

           5.1 Exercise Agreement. This Option shall be exercisable by delivery
to the Company of an executed written Directors Stock Option Exercise Agreement
in the form attached hereto as Exhibit A, or in such other form as may be
approved by the Committee, which shall set forth Optionee's election to exercise
some or all of this Option, the number of shares being purchased, any
restrictions imposed on the Shares and such other representations and agreements
as may be required by the Company to comply with applicable securities laws.

           5.2 Payment. Payment for the Shares purchased upon exercise of this
Option may be made (a) in cash or by check; (b) by surrender of shares of Common
Stock of the Company that have been owned by Optionee for more than six months
(and which have been paid for within the meaning of SEC Rule 144 and, if such
shares were purchased from the Company by use of a promissory note, such note
has been fully paid with respect to such shares) or were obtained by the
Optionee in the open public market, having a Fair Market Value equal to the
Exercise Price of the Option; (c) by waiver of compensation due or accrued to
Optionee for services rendered; (d) provided that a public market for the
Company's stock exists, through a "same day sale" commitment from the Optionee
and a broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD DEALER") whereby the Optionee irrevocably elects to exercise
the Option and to sell a portion of the Shares so purchased to pay for the
Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company; (e) provided
that a public market for the Company's stock exists, through a "margin"
commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the Exercise Price, and


                                      -2-


whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or (f) by any combination of
the foregoing.

           5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.

           5.4 Issuance of Shares. Provided that such notice and payment are in
form and substance satisfactory to counsel for the Company, the Company shall
cause the Shares to be issued in the name of Optionee or Optionee's legal
representative.

      6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee, this
Option shall be exercisable only by Optionee or by Optionee's guardian or legal
representative, unless otherwise permitted by the Committee. This Option may not
be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and distribution.

      7. INTERPRETATION. Any dispute regarding the interpretation of this Grant
shall be submitted by Optionee or the Company to the Committee that administers
the Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee shall be final and binding on the
Company and on Optionee. Nothing in the Plan or this Grant shall confer on
Optionee any right to continue as a Board member.

      8. ENTIRE AGREEMENT. The Plan and the Directors Stock Option Exercise
Agreement in the form attached hereto as Exhibit A, and the terms and conditions
thereof, are incorporated herein by reference. This Grant, the Plan and the
Directors Stock Option Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.

                             INTUIT INC.

                             By:  ____________________________________________

                             Name (Typed or Printed): ________________________

                             Title:  _________________________________________


                                      -3-


                        ACCEPTANCE OF STOCK OPTION GRANT

      Optionee hereby acknowledges receipt of a copy of the Plan, represents
that Optionee has read and understands the terms and provisions thereof, and
accepts this Option subject to all the terms and conditions of the Plan and this
Grant. Optionee acknowledges that there may be adverse tax consequences upon
exercise of this Option or disposition of the Shares and that Optionee has been
advised by the Company that Optionee should consult a qualified tax advisor
prior to such exercise or disposition.


                                          _____________________________________
                                                      ,  Optionee


                                      -4-


                                    Exhibit A

                                   INTUIT INC.
                        1996 DIRECTORS STOCK OPTION PLAN
                    DIRECTORS STOCK OPTION EXERCISE AGREEMENT

I hereby elect to purchase the number of shares of Common Stock of INTUIT INC.
(the "COMPANY") as set forth below:

Optionee:                                     Number of Shares Purchased:
Social Security Number:                       Purchase Price per Share:
Address:                                      Aggregate Purchase Price:
                                              Date of Stock Option Grant:

Type of Stock Option:  Nonqualified Stock
Option


1. DELIVERY OF PURCHASE PRICE. Optionee hereby delivers to the Company the
Aggregate Purchase Price, to the extent permitted in the Directors Nonqualified
Stock Option Grant referred to above (the "GRANT") as follows (check as
applicable and complete):

[ ]   in cash or by check in the amount of $___________________________, receipt
      of which is acknowledged by the Company;

[ ]   by delivery of _______________________ fully-paid, nonassessable and
      vested shares of the Common Stock of the Company owned by Optionee for at
      least six (6) months prior to the date hereof (and which have been paid
      for within the meaning of SEC Rule 144), or obtained by Optionee in the
      open public market, and owned free and clear of all liens, claims,
      encumbrances or security interests, valued at the current Fair Market
      Value of $___________________ per share;

[ ]   by the waiver hereby of compensation due or accrued to Optionee for
      services rendered in the amount of $________;

[ ]   through a "same-day-sale" commitment, delivered herewith, from Optionee
      and the NASD Dealer named therein, in the amount of $____________; or

[ ]   through a "margin" commitment, delivered herewith from Optionee and the
      NASD Dealer named therein, in the amount of $ __________ .

2. MARKET STANDOFF AGREEMENT. Optionee, if requested by the Company and an
underwriter of Common Stock (or other securities) of the Company, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of the Company held by Optionee during the period requested by the managing
underwriter following the effective date of a registration statement of the
Company filed under the Securities Act, provided that all officers and directors
of the Company are required to enter into similar agreements. Such agreement
shall be in writing in a form satisfactory to the Company and such underwriter.
The



Company may impose stop-transfer instructions with respect to the shares (or
other securities) subject to the foregoing restriction until the end of such
period.

3. TAX CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX
CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES.
OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S)
OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

4. ENTIRE AGREEMENT. The Plan and the Grant are incorporated herein by
reference. This Agreement, the Plan and the Grant constitute the entire
agreement of the parties and supersede in their entirety all prior
understandings and agreements of the Company and Optionee with respect to the
subject matter hereof, and are governed by California law except for that body
of law pertaining to conflict of laws.

Date:____________________________         _____________________________________
                                          SIGNATURE OF OPTIONEE

The Company hereby verifies receipt and acceptance of this Agreement and its
agreement to issue the Shares referred to above, subject to its receipt of the
Aggregate Purchase Price, and taxes due, if any.

INTUIT INC.

Date:______________________________         By:________________________________

                                               ________________________________
                                               Name (Typed or Printed)

                                               ________________________________
                                               Title

EX-5.01

                                                                    EXHIBIT 5.01

December 26, 2002

Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549

Subject: Intuit Inc.

Ladies and Gentlemen:

This opinion is provided in connection with a Form S-8 Registration Statement
(the "Registration Statement") being filed by Intuit Inc. (the "Company") on or
about December 26, 2002. The Registration Statement relates to the registration
of 6,100,000 shares of the Company's Common Stock, par value $0.01 per share
(the "Shares"). The Shares have been reserved for issuance as follows: (i)
4,850,000 of the Shares are reserved under the Company's 2002 Equity Incentive
Plan, as amended through December 12, 2002 (the "Equity Incentive Plan"); (ii)
1,100,000 of the Shares are reserved under the Company's 1996 Employee Stock
Purchase Plan, as amended through December 12, 2002 (the "ESP Plan"); and (iii)
150,000 of the Shares are reserved under the Company's 1996 Directors Stock
Option Plan, as amended through December 12, 2002 (the "Directors Plan"). The
Equity Incentive Plan, the ESP Plan and the Directors Plan are collectively
referred to herein as the "Plans."

For purposes of this opinion, I have examined copies of (i) the Registration
Statement, (ii) the Company's Certificate of Incorporation, as amended to date,
(iii) the Company's Bylaws, as amended to date, (iv) the Plans, and (v)
resolutions of the Board of Directors and stockholders of the Company relating
to adoption and amendment of the Plans. In rendering this opinion expressed, I
have assumed the genuineness of all signatures, the authenticity of all
documents, instruments and certificates purporting to be originals, the
conformity with the original documents, instruments and certificates of all
documents, instruments and certificates purporting to be copies, and the legal
capacity to sign of all individuals executing documents, instruments and
certificates. I have also assumed that all Shares will be issued pursuant to one
of the Plans for a purchase price of not less than $0.01 per share.

Based upon and subject to the foregoing and to the effectiveness of the
Registration Statement, I am of the opinion that the Shares that may be issued
by the Company pursuant to any one of the Plans, when issued and paid for in
accordance with any of the Equity Incentive Plan, the ESP Plan or the Directors
Plan, will be legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit thereby that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission.

Very truly yours,

/s/ VIRGINIA R. COLES

Virginia R. Coles
Assistant General Counsel and Assistant Secretary
Intuit Inc.

EX-23.02

                                                                   EXHIBIT 23.02

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Named Experts" in the
Registration Statement (Form S-8) pertaining to Intuit Inc.'s 2002 Equity
Incentive Plan, 1996 Employee Stock Purchase Plan, and 1996 Directors Stock
Option Plan and to the incorporation by reference therein of our report dated
August 14, 2002 with respect to the consolidated financial statements and
schedule of Intuit Inc. included in its Annual Report (Form 10-K) for the year
ended July 31, 2002, filed with the Securities and Exchange Commission.


/s/ Earnst & Young LLP
San Francisco, California
December 23, 2002