<PAGE> 1
As filed with the Securities and Exchange Commission on December 14, 1998
Registration No. __________
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)
<TABLE>
<S> <C>
DELAWARE 77-0034661
(State of incorporation) (I.R.S. employer identification number)
</TABLE>
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)
INTUIT INC. 1998 OPTION PLAN FOR MERGERS AND ACQUISITIONS
(Full title of the plan)
--------------------------------
CATHERINE L. VALENTINE, ESQ.
INTUIT INC.
P.O. BOX 7850, M.S. 52028
MOUNTAIN VIEW, CALIFORNIA 94039-7850
(650) 944-6656
(Name, address and telephone number of agent for service)
--------------------------------
COPIES TO:
Kenneth A. Linhares, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares(1) $64.97(2) $64,968,750(2) $18,062(3)
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares available for grant under Registrant's 1998 Option Plan for Mergers
and Acquisitions.
(2) The offering price information is estimated as of December 9, 1998,
pursuant to Rules 457(c) and 457(h), 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.
<PAGE> 2
INTUIT INC.
REGISTRATION STATEMENT ON FORM S-8
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to 1,000,000 shares of Common Stock, $0.01
par value per share of the Registrant reserved for issuance under the Intuit
Inc. 1998 Option Plan for Mergers and Acquisitions (the "Plan").
ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(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 any
amendment or report filed for the purpose of updating such
description.
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 4 DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Registrant by Catherine L. Valentine, Esq., Vice
President, General Counsel and Secretary of the Registrant. As of December 11,
1998, Ms. Valentine held options to purchase 35,740 shares of Common Stock (of
which 13,291 shares are exercisable within the next 60 days).
The consolidated financial statements and schedules of Registrant appearing
in Registrant's Annual Report (Form 10-K) for the year ended July 31, 1998, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
ITEM 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation law, the
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 the Registrant provide
that: (i) the Registrant is required to indemnify its directors
2
<PAGE> 3
and officers and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Registrant may, in its discretion, indemnify employees and agents in
those circumstances where indemnification is not required by law; (iii) the
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 the Registrant brings a
claim for breach of the duty of loyalty, for an act or omission not in good
faith, intentional misconduct, a knowing violation of law or deriving an
improper personal benefit from a transaction); (iv) the rights conferred in the
Bylaws are not exclusive and the Registrant is authorized to enter into
indemnification agreements with its directors, officers and employees; and (v)
the Registrant may not retroactively amend the Bylaw provisions in a way that is
adverse to such directors, officers and employees.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and executive officers that provide the maximum indemnity allowed
to directors and executive officers by Section 145 of the Delaware General
Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
executive officers will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorney's fees) and
settlement amounts paid or incurred by them in any action or proceeding, by
reason of their services as directors or executive officers of the Registrant or
as directors or officers of any other company or enterprise when they are
serving in such capacities at the request of the Registrant. The Registrant will
not be obligated pursuant to the agreement 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 the Board of Directors or brought to enforce a right
of indemnification under the indemnity agreements, the Registrant's Bylaws or
any statute or law. Under the agreements, the Registrant is not obligated to
indemnify the indemnified party: (i) 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; (ii) for any amounts paid in settlement of a proceeding unless the
Registrant consents to such settlement; (iii) with respect to any proceeding or
claim brought by the 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; (iv) 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 the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (v) 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; (vi) on account
of any conduct from which the indemnified party derived an improper personal
benefit; (vii) on account of conduct the indemnified party believed to be
contrary to the best interests of the Registrant or its stockholders; (viii) on
account of conduct that constituted a breach of the indemnified party's duty of
loyalty to the Registrant or its stockholders; or (ix) 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 the Registrant and its directors and executive officers,
may be sufficiently broad to permit indemnification of the Registrant's officers
and directors for liabilities arising under the Securities Act.
The indemnity agreements require the Registrant to maintain director and
officer liability insurance to the extent readily available. The Registration
currently carries a director and officer insurance policy.
3
<PAGE> 4
ITEM 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8 EXHIBITS
<TABLE>
<S> <C>
4.01 Registrant's 1998 Option Plan for Mergers and Acquisitions, as adopted
November 11, 1998, and Form of Stock Option Grant Agreement for use
thereunder
4.02(1) Certificate of Incorporation of Intuit dated February 1, 1993
4.03(2) Certificate of Amendment to Intuit's Certificate of Incorporation dated
December 14, 1993
4.04(3) Certificate of Amendment to Intuit's Certificate of Incorporation dated
January 18, 1996
4.05(4) Certificate of Designations of Series B Junior Participating Preferred
Stock dated May 1, 1998
4.06(5) Amended and Restated Rights Agreement, dated October 5, 1998
4.07(5) Certificate of Retirement of Series A Preferred Stock dated
September 16, 1998
4.08(6) Bylaws of Intuit, as amended and restated effective April 29, 1998
4.09(5) Form of Specimen Certificate for Intuit's Common Stock
4.10(5) Form of Right Certificate for Series B Junior Participating Preferred
Stock
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
24.01 Power of Attorney (see page 7)
</TABLE>
- ------------
(1) Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
with the Commission on February 3, 1993, as amended (File No. 33-57884),
and incorporated by reference.
(2) Filed as an exhibit to Intuit's Form 10-K as originally filed with the
Commission on October 31, 1994, as amended, and incorporated by reference.
(3) Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January 31,
1996, filed with the Commission on March 15, 1996 and incorporated by
reference.
(4) Filed as an exhibit to Intuit's Registration Statement on Form 8-A filed
with the Commission on May 5, 1998 and incorporated by reference.
(5) Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
31, 1998, filed with the Commission on October 6, 1998 and incorporated by
reference.
(6) Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May
2, 1998 and incorporated by reference.
ITEM 9 UNDERTAKINGS
The undersigned Registrant hereby undertakes:
4
<PAGE> 5
(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 twenty
percent (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 hereby, 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.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 11,
1998.
INTUIT INC.
By: /s/ GREG J. SANTORA
------------------------------------------
Greg J. Santora
Vice President and Chief Financial Officer
6
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POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of William H. Harris, Jr.
and Greg J. Santora as my attorney-in-fact to sign all amendments to this Form
S-8 on my behalf, and to file this Form S-8 (including all exhibits and other
documents related to the Form S-8) 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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------- ----------------------------------- -----------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ WILLIAM H. HARRIS, JR. President, Chief Executive Officer December 11, 1998
- --------------------------------- and Director
William H. Harris, Jr.
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ GREG J. SANTORA Vice President and December 11, 1998
- --------------------------------- Chief Financial Officer
Greg J. Santora
ADDITIONAL DIRECTORS:
/s/ CHRISTOPHER W. BRODY Director December 11, 1998
- ---------------------------------
Christopher W. Broody
/s/ WILLIAM V. CAMPBELL Director December 11, 1998
- ---------------------------------
William V. Campbell
/s/ SCOTT D. COOK Director
Scott D. Cook December 11, 1998
/s/ L. JOHN DOERR Director December 11, 1998
- ---------------------------------
L. John Doerr
/s/ MICHAEL R. HALLMAN Director December 11, 1998
- ---------------------------------
Michael R. Hallman
/s/ BURTON J. MCMURTRY Director December 11, 1998
- ---------------------------------
Burton J. McMurtry
</TABLE>
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
4.01 Registrant's 1998 Option Plan for Mergers and Acquisitions, as adopted
November 11, 1998, and Form of Stock Option Grant Agreement for use
thereunder
4.02(1) Certificate of Incorporation of Intuit dated February 1, 1993
4.03(2) Certificate of Amendment to Intuit's Certificate of Incorporation dated
December 14, 1993
4.04(3) Certificate of Amendment to Intuit's Certificate of Incorporation dated
January 18, 1996
4.05(4) Certificate of Designations of Series B Junior Participating Preferred
Stock dated May 1, 1998
4.06(5) Amended and Restated Rights Agreement, dated October 5, 1998
4.07(5) Certificate of Retirement of Series A Preferred Stock dated
September 16, 1998
4.08(6) Bylaws of Intuit, as amended and restated effective April 29, 1998
4.09(5) Form of Specimen Certificate for Intuit's Common Stock
4.10(5) Form of Right Certificate for Series B Junior Participating Preferred
Stock
5.01 Opinion of Counsel
23.01 Consent of Counsel (included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
24.01 Power of Attorney (see page 7)
</TABLE>
- ------------
(1) Filed as an exhibit to Intuit's Registration Statement on Form S-1, filed
with the Commission on February 3, 1993, as amended (File No. 33-57884),
and incorporated by reference.
(2) Filed as an exhibit to Intuit's Form 10-K as originally filed with the
Commission on October 31, 1994, as amended, and incorporated by reference.
(3) Filed as an exhibit to Intuit's Form 10-Q for the quarter ended January 31,
1996, filed with the Commission on March 15, 1996 and incorporated by
reference.
(4) Filed as an exhibit to Intuit's Registration Statement on Form 8-A filed
with the Commission on May 5, 1998 and incorporated by reference.
(5) Filed as an exhibit to Intuit's Form 10-K for the fiscal year ended July
31, 1998, filed with the Commission on October 6, 1998 and incorporated by
reference.
(6) Filed as an exhibit to Intuit's Form 8-K filed with the Commission on May
2, 1998 and incorporated by reference.
8
<PAGE> 1
EXHIBIT 4.01
INTUIT INC.
1998 OPTION PLAN FOR MERGERS AND ACQUISITIONS
As Adopted November 11, 1998
1. PURPOSE. The purpose of the Plan is to provide incentives to retain
and motivate eligible persons whose present and potential contributions are
important to the success of the Company (or any Parent, Subsidiary or Affiliate
of the Company), by offering those persons an opportunity to participate in the
Company's future performance through awards of Options. Capitalized terms are
defined in Section 21 if they are not otherwise defined in other sections of the
Plan.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 16, the
total number of Shares reserved and available for grant and issuance pursuant to
Options under the Plan shall be 1,000,000 Shares. Subject to Sections 2.2 and
16, Shares will again be available for grant and issuance in connection with
future Options under the Plan if the Shares: (a) are subject to issuance upon
exercise of an Option but cease to be subject to the Option for any reason other
than exercise of the Option; (b) are issued on exercise of an Option but are
repurchased by the Company at the original issue price because the Shares are
unvested at the time of the Participant's Termination. 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.
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, and (c) the number of Shares subject to
other outstanding Options, 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. Only persons who commence providing services to the
Company or any Parent, Subsidiary or Affiliate of the Company as a result of a
merger or acquisition by the Company or any Parent, Subsidiary or Affiliate of
the Company may receive Options under the Plan. Options may be granted to such
individuals only for a period of up to eighteen months following the closing of
the merger or acquisition. Options may be granted to employees, officers,
consultants, independent contractors and advisors of the Company or any Parent,
Subsidiary or Affiliate of the Company. Options awarded to Insiders or to other
individuals who are officers of the Company may not exceed in the aggregate
forty-five percent (45%) of all Shares that are reserved for grant under the
Plan and employees who are not officers of Intuit must receive at least
fifty-one percent (51%) of all Shares that are reserved for grant under the
Plan. Only consultants, contractors and advisors that render bona fide services
not in connection with the offer and sale of securities in a capital-raising
transaction may be granted Options under the Plan. A person may be granted more
than one Option under the Plan.
<PAGE> 2
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 Stock Option 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 Options; provided that the
Committee may delegate to one or more executive officers of
the Company the authority to grant an Option under the Plan
to Participants who are not Insiders of the Company;
(d) determine the terms of Options;
(e) determine the number of Shares subject to Options;
(f) determine whether Options will be granted singly, in
combination, or in tandem with, in replacement of, or as
alternatives to, other Options under the Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Option conditions;
(h) determine the vesting, exercisability of Options;
(i) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Option or any Stock Option
Agreement;
(j) determine whether an Option 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
(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 Option shall be made in its sole discretion
at the time of grant of the Option or, unless in contravention of any express
term of the Plan or Option, at any later time, and such determination shall be
final and binding on the Company and all persons having an interest in any
Option under the Plan. Any dispute regarding the interpretation of the Plan or
any Stock Option Agreement shall be submitted by Participant or the Company to
the Committee for review. The resolution of such a dispute by the Committee
shall be final and binding on the Company and Participant.
5. OPTIONS. Only nonqualified stock options that do not qualify as
incentive stock options within the meaning of the section 422(b) Code may be
granted under the Plan. The Committee may grant Options to
2
<PAGE> 3
eligible persons and will determine (i) the number of Shares subject to the
Option, (ii) the Exercise Price of the Option, (iii) the period during which the
Option may be exercised, and (iv) 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. 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 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"). 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 not be less than
Fair Market Value (and not less than the par value of the Shares); of the Shares
on the date of grant. Payment for the Shares purchased must be made in
accordance with Section 6 of the Plan and the Stock Option Agreement.
5.5 Procedures for Exercise. A Participant 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. Any Option granted to a Participant will cease to
vest on the Participant's Termination. Following a Participant's Termination,
the Participant's Option may be exercised (to the extent such Option was
exercisable immediately prior to the Termination Date):
(a) 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
(b) no later than (i) twelve months after the Termination Date
in the case of Termination due to Disability or (ii)
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.
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<PAGE> 4
5.8 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. 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 the exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 5.4 of
the Plan for Options granted on the date the action is taken to reduce the
Exercise Price; and provided, further, that the Exercise Price shall not be
reduced below the par value of the Shares.
6. PAYMENT FOR SHARE PURCHASES.
6.1 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 and that are permitted by
law:
(a) in cash (by check);
(b) by cancellation of indebtedness of the Company to the
Participant;
(c) by surrender of Shares that either: (1) were obtained by the
Participant in the public market; or (2) if the Shares were
not obtained in the public market, they have been owned by
the Participant 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 Exercise
Price equal to the par value of the Shares must be paid in
cash.
(e) 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
and an NASD Dealer whereby the Participant 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 and an
NASD Dealer whereby Participant 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.
6.2 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.
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<PAGE> 5
6.3 Issuance of Shares. Upon payment of the applicable Exercise Price
(or a commitment for payment from the NASD Dealer designated by the Participant
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 in the name of the NASD Dealer
designated by the Participant 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 12 of the Plan.
7. WITHHOLDING TAXES.
7.1 Withholding Generally. Whenever Shares are to be issued under
Options 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 Option is to be made in cash, the
payment will be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.
7.2 Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting of any Option
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.
8. PRIVILEGES OF STOCK OWNERSHIP. No Participant will have any rights as
a stockholder of the Company with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the
Participant will be a stockholder and have all the rights of a stockholder with
respect to the Shares; provided, however, that if the Shares are unvested, any
new, additional or different securities the Participant 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 unvested Shares; provided further, that
the Participant will have no right to retain such dividends or distributions
with respect to Shares that are repurchased at the Participant's original
Exercise Price pursuant to Section 10.
9. TRANSFERABILITY. Options granted under the Plan, and any interest
therein, shall not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, otherwise than by
will or by the laws of descent and distribution or as consistent with the Plan
and specific Stock Option Agreement provisions relating thereto. During the
lifetime of the Participant an Option shall be exercisable only by the
Participant, and any elections with respect to an Option may be made only by the
Participant.
10. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Stock Option
Agreement a right to repurchase all or a portion of a Participant's Shares that
are not "Vested" (as defined in the Stock Option 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; 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 Exercise Price.
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<PAGE> 6
11. 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.
12. 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.
13. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Option shall not be
effective unless the Option 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
Option 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 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.
14. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Option 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, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.
15. EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in exchange for the surrender and
cancellation of any or all outstanding Options. 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.
16. CORPORATE TRANSACTIONS.
16.1 Assumption or Replacement of Options by Successor. In the event
of (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 substantial change in the stockholders of
the Company and the Options granted under the Plan are assumed or replaced by
the successor corporation, which assumption shall be binding on all
Participants),
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<PAGE> 7
(b) a dissolution or liquidation of the Company, (c) the sale of substantially
all of the assets of the Company, or (d) 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), any or all outstanding Options 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 Options or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Options). 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 Options, as
provided above, pursuant to a transaction described in this Section 16.1, such
Options shall expire in connection with the transaction at such time and on such
conditions as the Board shall determine.
16.2 Other Treatment of Options. Subject to any greater rights granted
to Participants under Section 16.1, in the event of the occurrence of any
transaction described in Section 16.1, any outstanding Options shall be treated
as provided in the applicable agreement or plan of merger, consolidation,
dissolution, liquidation, sale of assets or other "corporate transaction."
16.3 Assumption of Options 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 Option 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 Option
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 Option 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.
17. ADOPTION. The Plan is effective on the date that it is adopted by the
Board (the "Effective Date").
18. TERM OF PLAN. The Plan will terminate ten years from the Effective
Date.
19. 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 Stock Option 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. In addition, no
amendment that is detrimental to a Participant may be made to any outstanding
Option without the consent of the Participant.
20. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of the
Plan by the Board 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 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 Options 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.
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<PAGE> 8
21. DEFINITIONS. As used in the Plan, the following terms shall have the
following meanings:
(a) "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.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.
(d) "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.
(e) "Company" means Intuit Inc., a corporation organized under
the laws of the State of Delaware, or any successor
corporation.
(f) "Disability" means a disability within the meaning of
Section 22(e)(3) of the Code, as determined by the
Committee.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.
(h) "Exercise Price" means the price at which a Participant who
holds an Option may purchase the Shares issuable upon
exercise of the Option.
(i) "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 of the Company in good faith.
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<PAGE> 9
(j) "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.
(k) "NASD Dealer" means broker-dealer that is a member of the
National Association of Securities Dealers, Inc.
(l) "Option" means an award of an option to purchase Shares
pursuant to Section 5 of the Plan.
(m) "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 Option under the Plan,
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.
(n) "Participant" means a person who receives an Option under
the Plan.
(o) "Plan" means this Intuit Inc. 1998 Option Plan for Mergers
and Acquisitions, as amended from time to time.
(p) "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.
(q) "SEC" means the Securities and Exchange Commission.
(r) "Securities Act" means the Securities Act of 1933, as
amended, and the regulations promulgated thereunder.
(s) "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 16, and any successor security.
(t) "Stock Option Agreement" means an agreement evidencing the
award of an Option.
(u) "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 Option, 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.
(v) "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, consultant,
independent contractor or advisor, to the Company or a
Parent, Subsidiary or Affiliate of the Company; 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 Options 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").
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<PAGE> 10
INTUIT INC. 1998 OPTION PLAN GRANT AGREEMENT
Intuit Inc., a Delaware corporation (the "Company"), hereby grants a
nonqualified stock option ("Option") to Participant named below, pursuant to the
Company's 1998 Option Plan for Mergers and Acquisitions (the "Plan"), to
purchase shares of the Company's Common Stock, $0.01 par value per share
("Common Stock") as described below. This Option is subject to all of terms and
conditions of the Plan, which is attached to this Agreement and incorporated
into this Agreement by reference. All capitalized terms in this Agreement that
are not defined in the Agreement have the meanings given to them in the Plan.
NAME OF PARTICIPANT:
SOCIAL SECURITY NUMBER:
ADDRESS:
NUMBER OF SHARES:
EXERCISE PRICE PER SHARE:
DATE OF GRANT:
FIRST VESTING DATE:
EXPIRATION DATE:
VESTING SCHEDULE: So long as Participant is providing services to the
Company, 25% of the Shares will vest on the First
Vesting Date; then 2.0833% of the Shares will vest on
each monthly anniversary of the First Vesting Date until
100% vested. On Termination, vesting will cease and
Participant may exercise the Option only as provided in
Section 5.6 of the Plan. Vesting may also be suspended
in accordance with Company policies, as described in
Section 5.6 of the Plan.
To exercise this Option, Participant must follow the exercise procedures
established by the Company, as described in Section 5.5 of the Plan. This Option
may be exercised only with respect to vested shares. Payment of the Exercise
Price for the Shares may be made in cash (by check) and/or, if a public market
exists for the Company's Common Stock, by means of a Same-Day-Sale Commitment or
Margin Commitment from Participant and an NASD Dealer (as described in Section
9.1 of the Plan). Upon exercise of this Option, Participant understands that the
Company may be required to withhold taxes.
THIS AGREEMENT (INCLUDING THE PLAN, WHICH IS INCORPORATED BY REFERENCE)
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND THE PARTICIPANT WITH
RESPECT TO THIS OPTION, AND SUPERSEDES ALL PRIOR AGREEMENTS OR PROMISES WITH
RESPECT TO THE OPTION. EXCEPT AS PROVIDED IN THE PLAN, THIS AGREEMENT MAY BE
AMENDED ONLY BY A WRITTEN DOCUMENT SIGNED BY THE COMPANY AND THE PARTICIPANT.
SUBJECT TO THE TERMS OF THE PLAN, THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT, AND THIS AGREEMENT SHALL BE BINDING ON, AND
INURE TO THE BENEFIT OF, THE SUCCESSORS AND ASSIGNS OF THE COMPANY. SUBJECT TO
THE RESTRICTIONS ON TRANSFER OF THE OPTION DESCRIBED IN THE PLAN, THIS AGREEMENT
SHALL BE BINDING ON PARTICIPANT'S PERMITTED SUCCESSORS AND ASSIGNS (INCLUDING
HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL REPRESENTATIVES). ALL NOTICES
REQUIRED UNDER THIS AGREEMENT OR THE PLAN MUST BE MAILED OR HAND-DELIVERED TO
THE COMPANY OR THE PARTICIPANT AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS
AGREEMENT, OR AT SUCH OTHER ADDRESS DESIGNATED IN WRITING BY EITHER OF THE
PARTIES TO THE OTHER.
Additional information about the Plan and this Option (including certain tax
consequences of exercising the Option and disposing of the Shares) is contained
in the Prospectus for the Plan. A copy of the Prospectus is available on the
stock options pages of the Intuit Legal Department intranet web site and on the
Stock Option Bulletin Board on the Company's electronic mail system, or by
calling Sharon Savatski, the Company's Senior Stock Administrator, at (650)
944-6504.
The Company has signed this Option Agreement effective as the Date of Grant.
INTUIT INC.
2550 Garcia Avenue
Mountain View, California 94043
By:
----------------------------------------
Greg J. Santora, Chief Financial Officer
PARTICIPANT'S ACCEPTANCE
I accept this Agreement and agree to the terms and conditions in this Agreement
and the Plan. I acknowledge that I have received a copy of the Company's 1998
Option Plan for Mergers and Acquisitions, and I understand and agree that this
Agreement is not meant to interpret, extend, or change the Plan in any way, nor
to represent the full terms of the Plan. If there is any discrepancy, conflict
or omission between this Agreement and the provisions of the Plan as interpreted
by the Company, the provisions of the Plan shall apply.
Signature:
---------------------------------
Date:
--------------------------------------
<PAGE> 1
Exhibit 5.01
[INTUIT INC. LETTERHEAD]
December 14, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
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 14, 1998. The Registration Statement relates to the registration
of 1,000,000 shares of the Company's Common Stock, par value $0.01 per share
(the "Shares"). The Shares have been reserved for issuance under the Company's
1998 Option Plan for Mergers and Acquisitions, as adopted on November 11, 1998
(the "Plan").
For purposes of this opinion, I have examined copies of (i) the Registration
Statement, (ii) the Certificate of Incorporation of the Company, as amended to
date, (iii) the Bylaws of the Company, as amended to date, (iv) the Plan and (v)
resolutions of the Board of Directors of the Company relating to adoption of the
Plan. In rendering the opinion expressed herein, 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 the Plan 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 the Plan, when issued and paid for in accordance with
the 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/ CATHERINE L. VALENTINE
- ---------------------------------------------
Catherine L. Valentine
Vice President, General Counsel and Secretary
<PAGE> 1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of shares under the Intuit Inc. 1998
Option Plan for Mergers and Acquisitions and to the incorporation by reference
therein of our report dated August 19, 1998, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Palo Alto, California
December 11, 1998
