FORM OF ASSUMPTION AGREEMENT
Published on August 17, 1999
Exhibit 4.03
IMPORTANT INFORMATION REGARDING YOUR STOCK OPTIONS
Please staple this memorandum to your original The Hutchison Avenue
Software Corporation Stock Option Plan Grant Agreement (the "HASC Option
Agreement"). It describes the terms of the assumption by Intuit Inc. ("Intuit")
of the Hutchison Avenue Software Corporation ("HASC") options issued to you
on June ____, 1999 (the "HASC Options"). All of the terms and conditions
attaching to the options are set out in the HASC Option Agreement and the HASC
Stock Option Plan. No other documentation detailing the terms of your HASC
Options or the assumption thereof by Intuit will be issued to you.
TO: [insert name of holder]
FROM: Intuit
DATE:
On [the Closing Date] Intuit NS ULC, a wholly owned subsidiary of
Intuit, completed its acquisition of all of the shares in the capital of HASC
pursuant to the terms of a Share Purchase Agreement entered into as of June 30,
1999. As a result of this transaction, your option to purchase shares of HASC
under the HASC Options has been assumed by Intuit and converted into an option
to purchase shares of Intuit Common Stock (the "INTUIT OPTION").
The attached Share and Exercise Price Summary indicates as of [the
Closing Date] 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 takes into account the relative values of
Intuit Common Stock and HASC 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.
The other terms and conditions of your HASC Option remain unchanged.
Upon the assumption and conversion of the HASC Options by Intuit into Intuit
Options, which became effective on [the Closing Date], you will have no further
rights or entitlements under the HASC Options to acquire HASC shares.
In the event of a change in capitalization of Intuit or a Corporate
Transaction, as defined in Section 14.2 of the HASC Stock Option Plan, your
Intuit Option will be treated in the same manner as options to purchase Intuit
Common Stock held by Intuit employees.
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 on or before
[INSERT DATE]. 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 exercising any shares before the effective date of the Form S-8
Registration Statement. You should also consult your individual tax advisor at
the time of any stock option exercise.
If you have any questions about your Intuit Option, please contact
Intuit's stock option administrator, Sharon Savatski, at (650) 944-6504, or via
email at Sharon_Savatski@intuit.com. By signing below you consent to the terms
of the assumption and conversion of your HASC Options by Intuit into Intuit
Options as described above and that you have no further option or right to HASC
shares.
This agreement and the Intuit Option shall be governed by and construed in
accordance with the domestic laws of the State of California without giving
effect to any choice or conflict of law provision or rule (whether of the State
of California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
THE PARTICIPANT CONFIRMS HIS/HER EXPRESS WISH THAT THIS AGREEMENT BE DRAWN UP IN
THE ENGLISH LANGUAGE. LES PARTIES AUX PRESENTES ACCEPTENT QUE LA PRESENTE
ENTENTE SOIT REDIGEE EN LANGUE ANGLAISE.
Intuit Inc.
By:
-----------------------------------------
[NAME OF OFFICER AUTHORIZED TO SIGN]
[TITLE OF OFFICER AUTHORIZED TO SIGN]
Acknowledged, accepted and agreed:
- ----------------------------------
[optionee]
SHARE AND EXERCISE PRICE SUMMARY
Name of Optionee: __________________________________
Address: __________________________________
Social Insurance #/Social Security #:
__________________________________
Date of Grant of
HASC Options: __________________________________
Number of HASC Shares
Subject to
HASC Options: __________________________________
Multiplied By Conversion Ratio: [INSERT CONVERSION RATIO]
Number of Intuit Shares
Subject to
Intuit Option: __________________________________
Exercise Price per Share of
HASC Options: __________________________________
Divided By Conversion Ratio: [INSERT CONVERSION RATIO]
Exercise Price per Share of
Intuit Option: __________________________________