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FORM OF INTUIT INC. STOCK OPTION
ASSUMPTION AGREEMENT
As you know, on
July 23, 2009 (the “Closing Date”), Intuit Inc.
(“Intuit”) acquired PayCycle, Inc.
(“PayCycle”) (the “Transaction”) pursuant
to an Agreement and Plan of Merger by and among Intuit, Puma Merger
Sub Inc., PayCycle and Shareholder Representative Services LLC
dated June 2, 2009 (the “Merger Agreement”). On
the Closing Date, you held one or more outstanding stock options to
purchase shares of PayCycle common stock granted to you under
PayCycle’s 1999 Equity Incentive Plan (the
“Plan”). Pursuant to the Merger Agreement, on the
Closing Date, Intuit assumed all obligations of PayCycle under your
outstanding and unvested option (or options). This Stock Option
Assumption Agreement (this “Agreement”) evidences the
terms of Intuit’s assumption of each unvested option to
purchase PayCycle common stock originally granted to you under the
Plan (each, a “PayCycle Option”), and documented by a
stock option agreement between you and PayCycle and any
amendment(s) of such agreement (the “Option
Agreement”).
The table below
summarizes your PayCycle Option(s) immediately before and after the
Transaction:
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PAYCYCLE OPTION(S)
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INTUIT OPTION(S)
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(PRE-TRANSACTION)
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(POST-TRANSACTION)
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Option
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No. of PayCycle
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Exercise Price per
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Exercise Price
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Grant Date
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Type
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Shares
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Share
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No. of Intuit Shares
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per Share
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[
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[
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[
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$[
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[
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$[
]
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The
post-Transaction adjustments to determine the number of Intuit
shares and per share exercise price are based on the Option Ratio
of 10.9288%. The number of shares of Intuit common stock subject to
each assumed PayCycle Option was determined by multiplying the
number of shares remaining subject to the PayCycle Option on the
Closing Date by the Option Ratio and rounding the resulting product
down to the next whole number of shares of Intuit common stock. The
exercise price per share of Intuit options was determined by
dividing the pre-Transaction exercise price per share of the
PayCycle Option by the Option Ratio and rounding the resulting
quotient up to the next whole cent.
It is intended,
to the extent allowable by law, that each assumed PayCycle Option
will qualify as an incentive stock option (“ISO”) under
U.S. tax laws to the extent that the PayCycle Option qualified as
an ISO immediately prior to the Closing Date.
Unless the
context otherwise requires, any references in the Plan
an
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