Award No. <Insert
Award#>
INTUIT INC. 2005 EQUITY INCENTIVE
PLAN GRANT AGREEMENT
Restricted Stock Unit
(Performance-Based Vesting)
Intuit Inc., a
Delaware corporation (the “Company”), hereby grants you
a restricted stock unit award (“Award”) pursuant to the
Company’s 2005 Equity Incentive Plan (the
“Plan”), for the number of shares of the
Company’s Common Stock, $0.01 par value per share
(“Common Stock”) set forth below. All capitalized terms
in this Grant Agreement (“Agreement”) that are not
defined in this Agreement have the meanings given to them in the
Plan. This Award is subject to all of the terms and conditions of
the Plan, which is incorporated into this Agreement by reference.
This Agreement is not meant to interpret, extend, or change the
Plan in any way, or to represent the full terms of the Plan. If
there is any discrepancy, conflict or omission between this
Agreement and the provisions of the Plan, the provisions of the
Plan shall apply.
Name of
Participant:
Employee ID:
Address:
Number of Shares:
Date of Grant:
Vesting Date:
Performance
Goals to Begin Time-Based Vesting: The (1) net revenue growth and
(2) return on operating income targets, attached hereto on
Exhibit A (the “Performance Goals”) must be
achieved between August 1, 2009 and July 31, 2010 (the
“Performance Period”) and certified by the Compensation
and Organizational Development Committee (the
“Committee”) in order for the Time-Based Vesting
described below to commence. The Committee will make such
certification as soon as reasonably possible (the date of such
determination shall be known as the “Determination
Date”) following the end of the Performance Period. If the
Committee determines that the Performance Goals were not met by
July 31, 2010 (and an event described in either Section 1(c)
or 1(d) has not occurred on or before the Determination Date) this
Award shall terminate upon the Determination Date. For the
avoidance of doubt, except as provided in Sections 1(c) and 1(d),
in no event will the Award become vested unless the Performance
Goals are achieved (as certified by the Committee on the
Determination Date).
Time-Based
Vesting Once Performance Factor Goals Are Met
: If the above Performance Goals are
met, this Award will vest as to 100% of the Number of Shares on the
Vesting Date set forth above, provided you have not Terminated
through those respective dates.
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1.
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In
the event of your Termination prior to the Vesting Date, the
following provisions will govern the vesting of this
Award:
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(a)
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Termination Generally
: In the event of your
Termination prior to the Vesting Date for any reason other than as
expressly set forth in the other subsections of this Section 1
of the Agreement, this Award will terminate without having vested
as to any of the shares subject to this Award and you will have no
right or claim to anything under this Award.
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(b)
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Termination due to
Retirement :
In the event of your Termination on or after the Determination
Date, but prior to the Vesting Date due to your Retirement, so long
as the Performance Goals have been achieved (as certified by the
Committee on the Determination Date), you will be vested pro-rata
in a percentage equal to your number of full months of service
since the Date of Grant divided by thirty-six months times the
Number of Shares and the Vesting Date under this Agreement will be
your Termination Date. In the event of your Termination before the
Determination Date due to your Retirement, you will be vested
pro-rata in a percentage equal to your number of full months of
service since the Date of Grant divided by thirty-six months times
the Number of Shares, but only if the Performance Goals are
achieved (as certified by the Committee on the Determination Date),
and the
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Vesting Date under this Agreement
will be the Determination Date. For purposes of this Award,
Retirement means the Termination of your employment with the
Company after you have reached age fifty-five (55) and
completed ten full years of consecutive service with the Company
(including any Parent or Subsidiary).
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(c)
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Termination due to Death or Total
Disability :
In the event of your Termination prior to the Vesting Date due to
your death or Total Disability after you have been actively
employed by the Company for one year or more, this Award will vest
as to 100% of the Number of the Shares on your Termination Date,
and the Vesting Date under this Agreement will be your Termination
Date. For purposes of this Award, Total Disability is defined in
Section 5.6(a) of the Plan.
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(d)
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Termination on or Within One Year
Following Corporate Transaction : In the event of your Termination
by the Company or its successor, prior to the Vesting Date, but on
or within one year following the date of a Corporate Transaction,
you will vest pro-rata in a percentage of the Number of Shares
equal to your number of full months of service since the Date of
Grant divided by thirty-six months, rounded down to the nearest
whole share of Intuit Common Stock, and the Vesting Date under this
Agreement will be your Termination Date. For purposes of this
Award, Corporate Transaction is defined in Section 26(i) of the
Plan.
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