1993 EQUITY INCENTIVE PLAN

EXHIBIT 10.01


INTUIT INC.

1993 EQUITY INCENTIVE PLAN

As Adopted February 1, 1993
and Amended and Restated through April 29, 1998


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 13,105,000 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,





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

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. Any Option granted to a Participant will
cease to vest on the Participant's Termination. Following a Participant's
termination, the Participant's Option may be exercised (to the extent such
Option was exercisable immediately prior to the Termination Date):

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

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

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

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.



3

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.

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



4

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.

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



5

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 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



6

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
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.


7

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 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




8

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 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.



9

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.

(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



10

(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;

(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.



11

(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 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").



12