FORM OF ASSUMPTION AGREEMENT
Published on August 3, 1999
Exhibit 4.03
NOTICE OF OPTION ASSUMPTION AND AMENDMENT AGREEMENT
TO: [insert name of holder]
FROM: Intuit Inc.
DATE:
This Notice of Option Assumption and Amendment Agreement describes the terms of
the assumption by Intuit Inc. ("Intuit") of an option granted to you by Boston
Light Software Corp. ("BLS") and the conversion of that option into an option to
purchase shares of Intuit Common Stock. This Notice and Agreement also details
amendments Intuit made to your option after Intuit assumed it. You will receive
one Notice and Agreement for each assumed option.
Please staple this Notice and Agreement to the Stock Option Agreement that
documents your original Boston Light Software Corp. option (the "BLS Option
Agreement"). All of the terms and conditions of the options are set out in the
BLS Option Agreement, the Stock Option/Stock Issuance Plan under which the
option was originally granted and this Notice and Agreement. No other
documentation detailing the terms of your option or the assumption or amendment
thereof by Intuit will be issued to you.
On August 2, 1999, BLS became a wholly owned subsidiary of Intuit. As a
result of this transaction, your option to purchase shares of BLS under the
option was assumed by Intuit and converted into an option to purchase shares of
Intuit Common Stock (the "Intuit Option"). Intuit also made a number of
amendments to your option. Each amendment was made to provide you with a more
beneficial option. If your option is an incentive stock option, certain
amendments were not made to it because those amendments would have caused the
loss of the tax preferential incentive stock option status. The terms of the
assumption and conversion and the amendments are detailed below.
Assumption and Conversion
The attached Share and Exercise Price Summary shows the number of shares of
Intuit Common Stock subject to your Intuit Option and the exercise price per
share of Intuit Common Stock you must pay to exercise your Intuit Option.
The number of shares of Intuit Common Stock subject to your Intuit Option
and the exercise price per share of your Intuit Option were calculated based on
a conversion ratio that took into account the relative values of Intuit Common
Stock and BLS Common Stock. This conversion ratio and the calculation of the
number of shares and exercise price of your Intuit Option is detailed on the
attached Share and Exercise Price Summary.
Upon the assumption and conversion of the BLS Options by Intuit into Intuit
Options you have no further rights or entitlements under the BLS Options to
acquire BLS shares.
Amendments
Vesting Schedule - The following vesting amendments were made to your
option regardless of whether it is an incentive stock option or a nonqualified
stock option. If your BLS Option provided for quarterly vesting after a one year
cliff, it has been amended to provide for monthly vesting after the one year
cliff. Your option has been amended to provide that 50% of the unvested balance
of your option will become vested and exercisable in the event that your
position with Intuit or BLS is eliminated or you are required to relocate more
than 30 miles from BLS' present location. In addition, your option has been
amended to provide for 100% accelerated vesting in the event that you die or
become totally disabled while you are employed by Intuit.
Permitted Forms of Payment of Exercise Price - Your option may now be
exercised through a same-day-sale commitment with a broker. For more information
on the same-day-sale procedures, please contact [name], Intuit's Stock
Administrator at ______________, or via email at [name]@intuit.com.
Period of Time to Exercise your Option after you Terminate - If your option
is an incentive stock option, the period of time you have to exercise after you
terminate employment has not been amended. If your option is a nonqualified
stock option, the period of time you have to exercise your option after you
terminate for reasons of death or disability has been amended as follows: (a)
for death, your estate can exercise your option for up to a maximum of 18
months; and (b) for disability, you can exercise your option for up to a maximum
of 12 months. In no event may you exercise your option after it has expired.
Private Company Restrictions Removed - The shares you receive on exercise
of your option will be tradeable on the Nasdaq National Market. Accordingly,
those restrictions that were imposed on your BLS Option because BLS Common Stock
was not publicly traded have been removed. Thus, the legend requirements, the
right of first refusal restrictions and the right that BLS reserved to
repurchase shares on your termination have been removed.
The other terms and conditions of your BLS Option remain unchanged.
Registration of Shares
Intuit will file a Form S-8 Registration Statement covering your Intuit
Option and the underlying shares with the United States Securities and Exchange
Commission as soon as practicable after the closing of the acquisition. In
connection with this Form S-8 Registration Statement, a prospectus describing
the material terms of the assumed options will be given to you. NOTE: If you
exercise your Intuit Options before the date on which the S-8 Registration
Statement becomes effective, your shares will be subject to securities laws
restrictions that will prohibit the public sale of the shares for one year.
Accordingly, you should consult with your legal advisor prior to
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exercising any shares before the effective date of the Form S-8 Registration
Statement. You should also consult your individual tax advisor in connection
with any stock option exercise.
Conclusion
If you have any questions about your Intuit Option, please contact Intuit's
stock option administrator, [name], at (___) ________, or via email at
[name]@intuit.com. By signing below you consent to the terms of the
assumption and conversion of your BLS Options by Intuit into Intuit Options and
the amendments thereto as described above and you agree that you have no further
option or right to BLS shares.
Intuit Inc.
By:
--------------------------------------
Greg J. Santora, Senior Vice President &
Chief Financial Officer
Acknowledged, accepted and agreed:
- -------------------------------------
[optionee]
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SHARE AND EXERCISE PRICE SUMMARY
Name of Optionee:
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Address:
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Social Insurance #/Social Security #:
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Date of Grant of
BLS Options:
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Number of BLS Shares
Subject to
BLS Options:
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Multiplied By Conversion Ratio: [INSERT CONVERSION RATIO]
Number of Intuit Shares
Subject to
Intuit Option:
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Exercise Price per Share of
BLS Options:
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Divided By Conversion Ratio: [INSERT CONVERSION RATIO]
Exercise Price per Share of
Intuit Option:
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