EXHIBIT 10.16
Published on September 26, 2005
Exhibit 10.16
Description of Intuit Inc. Executive Stock Ownership and Matching Unit Program
Intuit Inc. (the Company) launched the Intuit Inc. Executive Stock Ownership Matching Unit
Program (the Program) on May 15, 2003. Participation in the Program, which is intended to
demonstrate management and Board commitment to the Company, strengthen retention, and align
executives interests with those of the Companys stockholders, is mandatory for all members of the
Board of Directors and all officers at the Senior Vice President level and above.
The Program consists of two parts. First, the Program requires that members of the Board,
Executive Vice Presidents and Senior Vice Presidents hold and continue to hold throughout their
service to the Company at least 3,000 shares of Company common stock. The Chief Executive
Officer (CEO) is required to hold at least 100,000 shares. Shares that count toward this
ownership requirement include shares acquired through open market purchases, ESPP purchases, shares
held from option exercises, shares of restricted stock and shares subject to restricted stock unit
awards. Directors and officers must meet these ownership requirements by the later of (1) May
2006, or (2) three years from the date on which they became subject to the Program. If the
ownership requirements are not met within this timeframe, 50 percent of future bonus awards (for
officers) or annual cash retainers (for directors) will be made in stock until compliance is
achieved.
Second, the Program contains a matching unit component to encourage officers to acquire and hold
shares of Company stock. Specifically, for each two shares of common stock purchased by an officer
at the level of Senior Vice President and above, other than the CEO, the Company will award the
officer a matching unit equal to one share of common stock, up to a maximum of 1,500 matching unit
shares. (The CEO and members of the Board are not eligible for matching awards.) Matching units
are awarded on the date the officer purchases the shares (the Award Date). The shares that are
matched count towards the Programs ownership requirements. However, shares subject to matching
unit awards do not count toward the Programs ownership requirements.
Prior to December 9, 2004, matching units awarded under the Program were made pursuant to the
Intuit Inc. 2002 Equity Incentive Plan (the 2002 Plan) in the form of stock bonus awards. Since
December 9, 2004, matching awards have been made pursuant to the Intuit Inc. 2005 Equity Incentive
Plan (the 2005 Plan) in the form of restricted stock units. The 2002 Plan and the 2005 Plan were
approved by the Companys stockholders on January 18, 2002 and December 9, 2004, respectively.
The terms of the 2002 Plan or the 2005 Plan (as applicable) and the Matching Unit Grant Agreement
documenting each award govern the officers and the Companys rights and responsibilities with
respect to the award. In general, matching units vest in full on the fourth anniversary of the
Award Date, provided the officer has remained continuously employed by the Company until such date.
If the officers employment terminates prior to vesting:
| due to resignation or by the Company for Cause (as defined in the Matching Unit Grant Agreement), the award will terminate without having vested as to any of the underlying shares; |
| due to Retirement (as defined in the Matching Unit Grant Agreement) or by the Company other than for Cause, the award will vest pro rata based on the officers number of full months of service since the Award Date; |
| due to death or Total Disability (as defined in the Matching Unit Grant Agreement) the award will vest in full on the officers termination date; or |
| within one year following a Corporate Transaction (as defined in the Matching Unit Grant Agreement) the award will vest in full on the officers termination date. |
If an officer sells, gifts or otherwise transfers the common stock that caused the Company to make
a matching award (i.e., the shares that were matched pursuant to the Program) prior to the time the
award vests, the officer will forfeit the entire matching award and any rights to any shares
subject thereto unless the officer holds (1) shares the officer owned before he or she became
subject to the Program, (2) shares acquired while the officer participated in the Program that have
not been matched, and/or (3) matching award shares that have vested in a number equal to or greater
than the number of shares that caused the Company to make the matching award. All officers
eligible for matching units are required to pre-clear all sales, gifts or other transfers of
Company stock.
Matching unit awards will be adjusted to reflect stock dividends, stock splits, reclassifications
and similar transactions as provided under the 2002 Plan or the 2005 Plan, as applicable. Matching
units are not transferable. Under the Program, holders of matching units will not have any voting,
dividend or other stockholder rights with respect to such units until the underlying shares are
issued.
The Company will issue the shares subject to a matching unit award on the date the award vests,
unless the officer has timely elected to defer issuance of the shares in a manner that satisfies
Section 409A of the Internal Revenue Code of 1986 and related regulations. In general, awards will
be settled in shares of common stock, less any shares withheld to satisfy applicable taxes.
The Company may terminate the matching unit component of the Program at any time, without further
notice or obligation to any participant.
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