<PAGE> 1
As filed with the Securities and Exchange Commission on December 10, 1999
Registration No. 333-______
-------------------------------------------------------
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 77-0034661
(State of incorporation) (I.R.S. employer identification number)
2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices, including zip code)
INTUIT INC. 1993 EQUITY INCENTIVE PLAN
(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>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 8,900,000 shares(1) $58.72(2) $522,608,000(2) $137,968.51(3)
</TABLE>
(1) Represents additional shares available for grants under Registrant's
1993 Equity Incentive Plan as of November 30, 1999.
(2) The offering price information is estimated as of December 8, 1999
pursuant to Rules 457(c) and 457(h), solely for the purpose of
calculating the registration fee. Fee calculated pursuant to Section
6(b) of the Securities Act of 1933, as amended.
(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 8,900,000 shares of Common Stock,
$0.01 par value per share of the Registrant, reserved for issuance under the
Intuit Inc. 1993 Equity Incentive Plan (the "Plan"). On March 12, 1993, the
Registrant filed an initial Form S-8 Registration Statement (file no. 33-59458)
to register 6,000,000 shares of Common Stock reserved for issuance under the
Plan. On December 22, 1993, the Registrant filed a Form S-8 Registration
Statement (file no. 33-73222) to register an additional 3,000,000 shares of
Common Stock reserved for issuance under the Plan. On July 25, 1995, the
Registrant filed a Form S-8 Registration Statement (file no. 33-95040) to
register an additional 15,000,000 shares of Common Stock reserved for issuance
under the Plan. On November 26, 1996, the Registrant filed a Form S-8
Registration Statement (file no. 333-16827) to register an additional 9,000,000
shares of Common Stock reserved for issuance under the Plan. On January 30,
1998, the Registrant filed a Form S-8 Registration Statement (file no.
333-45287) to register an additional 6,315,000 shares of Common Stock reserved
for issuance under the Plan. On January 25, 1999, the Registrant filed a Form
S-8 Registration Statement (file no. 333-71099) to register an additional
7,920,000 shares of Common Stock reserved for issuance under the 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 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 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 Virginia R. Coles, Esq.,
Assistant General Counsel and Assistant Secretary of the Registrant. As of
December 7, 1999, Ms. Coles held 939 shares of Intuit's common stock and held
options to purchase 28,185 shares of Common Stock (of which 6,815 shares are
exercisable within the next 60 days).
<PAGE> 3
The consolidated financial statements and schedule of Registrant
appearing in Registrant's Form 10-K/A, Amendment No. 1, for the year ended July
31, 1999, 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 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 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 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.
<PAGE> 4
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.
<TABLE>
<CAPTION>
ITEM 8 EXHIBITS
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<S> <C>
4.01 Registrant's 1993 Equity Incentive Plan, as amended through November
30, 1999
4.02(1) Form of Stock Option Grant Agreement for use under 1993 Equity
Incentive Plan
4.03(2) Certificate of Incorporation of Intuit dated February 1, 1993
4.04(3) Certificate of Amendment to Intuit's Certificate of Incorporation
dated December 14, 1993
4.05(4) Certificate of Amendment to Intuit's Certificate of Incorporation
dated January 18, 1996
4.06(5) Certificate of Designations of Series B Junior Participating
Preferred Stock dated May 1, 1998
4.07(6) Certificate of Retirement of Series A Preferred Stock dated
September 16, 1998
4.08(7) Second Amended and Restated Rights Agreement dated October 15, 1999
4.09(7) Certificate of Increase of Series B Junior Participating Preferred
Stock dated November 9, 1999
4.10(7) Certificate of Amendment to Intuit's Certificate of Incorporation
dated November 30, 1999
4.11(8) Bylaws of Intuit, as amended and restated effective April 29, 1998
4.12(6) Form of Specimen Certificate for Intuit's Common Stock
4.13(6) 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 Form 10-K/A, Amendment No. 1, for the fiscal
year ended July 31, 1999, 1999, filed with the Commission on October 12,
1999 and incorporated by reference.
(2) 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.
(3) 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.
(4) 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.
<PAGE> 5
(5) 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.
(6) 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.
(7) Filed as an exhibit to Intuit's Registration Statement on Form S-8 filed
with the Commission on December 10, 1999, and incorporated by reference.
(8) 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:
(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
<PAGE> 6
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.
<PAGE> 7
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 10,
1999.
INTUIT INC.
By: /s/ Greg J. Santora
-----------------------------------
Greg J. Santora
Senior Vice President and
Chief Financial Officer
<PAGE> 8
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of William V.
Campbell and Greg J. Santora 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.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ ----------------------------------- -----------------
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ William V. Campbell Acting Chief Executive Officer and December 10, 1999
- --------------------------- Chairman of the Board of Directors
William V. Campbell
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Greg J. Santora Senior Vice President and December 10, 1999
- --------------------------- Chief Financial Officer
Greg J. Santora
ADDITIONAL DIRECTORS:
/s/ Christopher W. Brody
- --------------------------- Director December 10, 1999
Christopher W. Brody
/s/ Scott D. Cook
- --------------------------- Director December 10, 1999
Scott D. Cook
- --------------------------- Director December __, 1999
L. John Doerr
/s/ Donna L. Dubinsky
- --------------------------- Director December 10, 1999
Donna L. Dubinsky
/s/ Michael R. Hallman
- --------------------------- Director December 10, 1999
Michael R. Hallman
/s/ William H. Harris, Jr.
- --------------------------- Director December 10, 1999
William H. Harris, Jr.
- --------------------------- Director December __, 1999
Burton J. McMurtry
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<S> <C> <C>
4.01 Registrant's 1993 Equity Incentive Plan, as amended through November
30, 1999
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>
<PAGE> 1
EXHIBIT 4.01
INTUIT INC.
1993 EQUITY INCENTIVE PLAN
As Adopted February 1, 1993
As Amended through November 30, 1999
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 (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, Restricted Stock, Stock Bonuses and Performance Awards. Capitalized
terms are defined in Section 24 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 19, the
total number of Shares reserved and available for grant and issuance pursuant to
Awards under the Plan shall be 56,135,000 Shares. Subject to Sections 2.2 and
19, Shares will again be available for grant and issuance in connection with
future Awards 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 subject to an Award that otherwise
terminates without Shares being issued; or (c) are subject to an Award that is
forfeited or are repurchased by the Company at the original issue price. At all
times the Company will reserve and keep available a sufficient number of Shares
to satisfy the requirements of all outstanding 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, and (c) the number of Shares subject to
other outstanding Awards, 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 of the Company. All other Awards may be granted to employees,
officers, directors, consultants, independent contractors and advisors of the
Company or any Parent, Subsidiary or Affiliate of the Company; 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. A person may be granted more than one Award under the Plan. Each
person is eligible to receive Awards with respect to an aggregate maximum of
2,000,000 Shares over the term of the Plan.
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,
<PAGE> 2
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, Subsidiary or
Affiliate of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting, exercisability 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 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 (i) whether the Options will be ISOs or NQSOs; (ii) the number of
Shares subject to the Option, (iii) the Exercise Price of the Option, (iv) the
period during which the Option may be exercised, and (v) 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
2
<PAGE> 3
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"); 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. 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 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 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 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.
(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
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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 Affiliate,
Parent or Subsidiary of the Company) 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 sells 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. Any outstanding ISO that is modified, extended,
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 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.
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.
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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. Payment of the Purchase Price must be made in accordance with
Section 9 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; provided, however, that
the maximum Restricted Stock Award for each Participant with respect to any
Performance Period shall be thirty percent of the Shares reserved for issuance
under the Plan.
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, Subsidiary or Affiliate of the Company
pursuant to a Stock Bonus Agreement, which shall 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.
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;
provided, however, that the maximum Stock Bonus for each Participant with
respect to any Performance Period shall be thirty percent of the Shares reserved
for issuance under the Plan.
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.
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8. PERFORMANCE AWARDS.
8.1 Performance Awards. A Performance Award consists of the grant to
a Participant of a specified number of Performance Units. The grant of a
Performance Unit to a Participant will entitle the Participant to receive a
specified dollar value, variable under conditions specified in the Performance
Award, if the performance goals specified in the Performance Award are achieved
and the other terms and conditions of the Performance Award are satisfied.
8.2 Terms of Performance Awards. Each Performance Award shall be
evidenced by a Performance Award Agreement, which shall 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. Performance Awards will be subject to all conditions, if
any, that the Committee may impose. Prior to the grant of a Performance Award,
the Committee will: (a) specify the number of Performance Units granted to the
Participant; (b) specify the threshold and maximum dollar values of Performance
Units and the corresponding performance goals; (c) determine the nature, length
and starting date of any Performance Period for the Performance Award; and (d)
specify the Performance Factors to be used to measure performance goals. Prior
to the payment of any Performance Award, the Committee will determine the extent
to which the Performance Units have been earned. Performance Periods may overlap
and a Participant may participate simultaneously with respect to Performance
Awards that are subject to different Performance Periods and having different
performance goals and other criteria; provided, however, that the maximum amount
of any Performance Award for each Participant with respect to any Performance
Period shall be the lesser of 250% of Participant's base salary at the time of
the Performance Award or $1,000,000.
8.3 Form of Payment to Participant. Performance Awards may be paid
to a Participant currently or on a deferred basis with such reasonable interest
or dividend equivalent, if any, as the Committee determines. The Committee will
determine whether a Performance Award will be paid 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.
8.4 Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then the Participant will
be entitled to payment with respect to the Performance Awards only to the extent
earned as of the date of Termination in accordance with the Performance Award
Agreement, unless the Committee determines otherwise.
9. PAYMENT FOR SHARE PURCHASES.
9.1 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) 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
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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.
(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.
9.2 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.
9.3 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 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 14 of the Plan.
10. WITHHOLDING TAXES.
10.1 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.
10.2 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.
11. 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 Restricted
Stock, 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
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Restricted Stock; 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 or Purchase Price
pursuant to Section 13.
12. TRANSFERABILITY. Awards 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 Award Agreement provisions relating thereto. During the lifetime of
the Participant an Award shall be exercisable only by the Participant, and any
elections with respect to an Award may be made only by the Participant.
13. 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.
14. 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.
15. 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.
16. 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 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.
17. 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
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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.
18. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize the Company, with 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.
19. CORPORATE TRANSACTIONS.
19.1 Assumption or Replacement of Awards 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 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, 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 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 transaction described in this Section 19.1, such Awards shall
expire in connection the transaction at such time and on such conditions as the
Board shall determine.
19.2 Other Treatment of Awards. Subject to any greater rights
granted to Participants under Section 19.1, in the event of the occurrence of
any transaction described in Section 19.1, any outstanding Awards shall be
treated as provided in the applicable agreement or plan of merger,
consolidation, dissolution, liquidation, sale of assets or other "corporate
transaction."
19.3 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.
20. ADOPTION AND STOCKHOLDER APPROVAL. The Plan became effective on
February 1, 1993, which was the date that it was adopted by the Board (the
"Effective Date") and was approved by the stockholders on February 3, 1993.
21. TERM OF PLAN. The Plan will terminate ten years from the Effective
Date.
22. 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
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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.
23. 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.
24. 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) "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) "Disability" means a disability within the meaning of Section
22(e)(3) of the Code, as determined by the Committee.
(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.
(j) "Exercise Price" means the price at which a Participant who
holds an Option may purchase the Shares issuable upon
exercise of the Option.
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(k) "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.
(l) "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.
(m) "ISO" means an Incentive Stock Option within the meaning of
the Code.
(n) "NASD Dealer" means broker-dealer that is a member of the
National Association of Securities Dealers, Inc.
(o) "NQSO" means a nonqualified stock option that does not
qualify as an Incentive Stock Option within the meaning of
the Code.
(p) "Option" means an award of an option to purchase Shares
pursuant to Section 5 of the Plan.
(q) "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 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.
(r) "Participant" means a person who receives an Award under the
Plan.
(s) "Performance Award" means an award of Shares, or cash in lieu
of Shares, pursuant to Section 8 of the Plan.
(t) "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;
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(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.
(u) "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, Stock Bonuses or Performance Awards.
(v) "Plan" means this Intuit 1993 Equity Incentive Plan, as
amended from time to time.
(w) "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.
(x) "Purchase Price" means the price to be paid for Shares
acquired under the Plan, other than Shares acquired upon
exercise of an Option.
(y) "Restricted Stock Award" means an award of Shares pursuant to
Section 6 of the Plan.
(z) "SEC" means the Securities and Exchange Commission.
(aa) "Securities Act" means the Securities Act of 1933, as
amended, and the regulations promulgated thereunder.
(bb) "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.
(cc) "Stock Bonus" means an award of Shares, or cash in lieu of
Shares, pursuant to Section 7 of the Plan.
(dd) "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.
(ee) "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 of the Company.
(ff) "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, 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
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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").
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Exhibit 5.01
[INTUIT INC. LETTERHEAD]
December 10, 1999
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 10, 1999. The Registration Statement relates to the registration
of 8,900,000 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 1993
Equity Incentive Plan, as amended through November 30, 1999 (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 and stockholders of the Company relating
to adoption and amendment 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/ VIRGINIA R. COLES
Virginia R. Coles
Assistant General Counsel and Assistant Secretary
<PAGE> 1
Exhibit 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to Intuit Inc. 1993 Equity
Incentive Plan and to the incorporation by reference therein of our report dated
August 19, 1999, except for paragraph 4 of Note 19 as to which the date is
September 9, 1999, with respect to the consolidated financial statements and
schedule of Intuit Inc. included in its Annual Report (Form 10-K/A, Amendment
No. 1) for the year ended July 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Palo Alto, California
December 10, 1999
