EXHIBIT 4.01

Exhibit 4.01


INTUIT INC.

2002 EQUITY INCENTIVE PLAN

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

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

2. SHARES SUBJECT TO THE PLAN.

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

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

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

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


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

4. ADMINISTRATION.

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

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

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

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

(d) determine the terms of Awards;

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

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

(g) grant waivers of Plan or Award conditions;

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

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

(j) determine whether an Award has been earned;

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

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

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


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

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

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

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

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

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

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

5.6 Termination.

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

7. STOCK BONUSES.

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


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

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

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

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

8. PAYMENT FOR SHARE PURCHASES.

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

(a) in cash (by check);

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

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

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


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

(f) by tender of property; or

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

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

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

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

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

9. WITHHOLDING TAXES.

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

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

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


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

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

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

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

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

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

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

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


8
agencies that the Company determines are necessary or advisable, and/or (b)
completion of any registration or other qualification of such shares under any
state, federal or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state, federal or
foreign securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do so.

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

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

18. CORPORATE TRANSACTIONS.

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

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

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

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

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


9
21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend the Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to the Plan. In addition, pursuant to Section 4.1(k), the Board has delegated to
the Committee the authority to make certain amendments to the Plan.
Notwithstanding the foregoing, neither the Board nor the Committee shall,
without the approval of the stockholders of the Company, amend the Plan in any
manner that requires such stockholder approval pursuant to the Code or the
regulations promulgated thereunder as such provisions apply to ISO plans, or
pursuant to the Exchange Act or any rule promulgated thereunder. In addition, no
amendment that is detrimental to a Participant may be made to any outstanding
Award without the consent of the Participant.

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

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

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

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

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

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

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

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

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

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


10
substantial change in the stockholders of the Company and the Awards
granted under the Plan are assumed or replaced by the successor
corporation, which assumption shall be binding on all Participants),
(b) a dissolution or liquidation of the Company, (c) the sale of
substantially all of the assets of the Company, (d) a merger in
which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other
than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to
own their shares or other equity interest in the Company; or (e) any
other transaction which qualifies as a "corporate transaction" under
Section 424(a) of the Code wherein the stockholders of the Company
give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company).

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

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

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

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

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

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

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

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

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

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

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

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

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

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


11
corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.

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

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

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

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

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

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

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

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

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

(7) Return on equity;

(8) Operating cash flow return on income;

(9) Adjusted operating cash flow return on income;

(10) Economic value added; and

(11) Individual business objectives.

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

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

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

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

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

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

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


12
(cc) "Shares" means shares of the Company's Common Stock $0.01 par value,
reserved for issuance under the Plan, as adjusted pursuant to
Sections 2 and 19, and any successor security.

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

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

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

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


13