EXHIBIT 10.29
Published on September 12, 2008
Exhibit 10.29
Grant No.
INTUIT INC. 2005 EQUITY INCENTIVE PLAN GRANT AGREEMENT
Non-Qualified Stock Option
New Hire / Promotion Grant
Non-Qualified Stock Option
New Hire / Promotion Grant
Intuit Inc., a Delaware corporation (the Company), hereby grants you a stock option (Option),
pursuant to the Companys 2005 Equity Incentive Plan (the Plan), to purchase shares of the
Companys Common Stock, $0.01 par value per share (Common Stock), as described below. This
Option is subject to all of the terms and conditions of the Plan, which is incorporated into this
Agreement by reference. If there is any discrepancy, conflict or omission between this Agreement
and the provisions of the Plan, the provisions of the Plan shall apply. All capitalized terms in
this Agreement that are not defined in the Agreement have the meanings given to them in the Plan.
Name of Participant:
Number of Shares:
Exercise Price Per Share:
Date of Grant:
Expiration Date:
Vesting Schedule:
Number of Shares:
Exercise Price Per Share:
Date of Grant:
Expiration Date:
Vesting Schedule:
Further, as provided in your employment offer letter of <<Month Date Year>> (and not in
addition thereto), acceleration of vesting will occur under the following circumstances and to the
following extent: <<Terms>>
In the event of your Involuntary Termination or Termination Without Cause (as such terms are
defined below), and conditioned further upon your delivery to Intuit of a signed release (in a form
mutually satisfactory to you and Intuit) against Intuit, its officers and directors and
satisfaction of all conditions to make such release effective, then such number of shares equal to
<<Shares>>.
If this vesting acceleration, together with any severance and other benefits you otherwise may be
entitled to receive from the Company or otherwise, constitute parachute payments within the
meaning of Section 280G of the Code and, but for this provision, would be subject to the excise tax
imposed by Section 4999 of the Code, then this vesting acceleration (along with your severance and
other benefits) will be payable, at your election, either in full or in such lesser amount as would
result, after taking into account the applicable federal, state and local income taxes and the
excise tax imposed by Section 4999 of the Code, in your receipt on an after-tax basis of the
greatest overall amount.
As used in this Agreement, the following terms have the following meanings:
(a) Good Reason means (i) a reduction in your title or a material reduction in your duties
or responsibilities that is inconsistent with your position as <<Position>>;
(ii) any reduction in your base annual salary or target bonus opportunity (other than in
connection with a general decrease in the salary or target bonuses for all officers of
Intuit) without your prior consent; (iii) a material breach by Intuit of any of its
obligations hereunder after you provide Intuit with written notice within a reasonable
period of time following such breach and a reasonable opportunity to cure of not less than
30 days; (iv) failure of any successor to assume this agreement; or (v) a requirement by
Intuit, without your prior
written consent, that you relocate your principal office to a facility more than 50 miles
from <<Location>>;
(b) Cause means (i) gross negligence or willful misconduct in the performance of your
duties to Intuit (other than as a result of a disability) that has resulted or is likely to
result in substantial and material damage to the Company, after a written demand for
substantial performance is delivered to you by the Board which specifically identifies the
manner in which you have not substantially performed your duties and you have been provided
with a reasonable opportunity of not less than 30 days to cure any alleged gross negligence
or willful misconduct; (ii) commission of any act of fraud with respect to the Company; or
(iii) conviction of a felony or a crime involving moral turpitude causing material harm to
the business and affairs of the Company. No act or failure to act by you shall be considered
willful if done or omitted by you in good faith with reasonable belief that your action or
omission was in the best interests of the Company.
(c) Involuntary Termination means your termination of your employment upon written notice
to the Board at any time for Good Reason.
(d) Termination Without Cause means Intuit terminates your employment upon written notice
to you at any time in the sole discretion of the Board without a determination that there is
Cause.
On your Termination Date, this Option will either cease to vest or, if you have been actively
employed by the Company for one year or more and become totally disabled or die as provided in
Section 5.6 of the Plan, accelerate in full. Vesting may also be suspended in accordance with
Company policies, as described in Section 5.6 of the Plan.
To exercise this Option, you must follow the exercise procedures established by the Company, as
described in Section 5.5 of the Plan. This Option may be exercised only with respect to vested
shares. Payment of the Exercise Price for the Shares may be made in cash (by check) and/or, if a
public market exists for the Companys Common Stock, by means of a Same-Day-Sale Commitment or
Margin Commitment from you and an NASD Dealer (as described in Section 11.1 of the Plan). Upon
exercise of this Option, you understand that the Company may be required to withhold taxes.
Subject to the exercise procedures established by the Company, the last day this Option may be
exercised is seven years from the Date of Grant which is the Expiration Date set forth above. If
your Termination Date occurs before the Expiration Date, this Option will expire as to all unvested
shares subject to the Option on your Termination Date. Following your Termination Date, this
Option may be exercised with respect to vested shares during the post-termination exercise period
as provided in Section 5.6 of the Plan. To the extent this Option is not exercised before the end
of the post-termination exercise period, in accordance with the exercise procedures established by
the Company, the Option will expire as to all shares remaining subject thereto.
This Agreement (including the Plan, which is incorporated by reference) constitutes the entire
agreement between you and the Company with respect to this Option, and supersedes all prior
agreements or promises with respect to the Option. Except as provided in the Plan, this Agreement
may be amended only by a written document signed by the Company and you. Subject to the terms of
the Plan, the Company may assign any of its rights and obligations under
this Agreement, and this
Agreement shall be binding on, and inure to the benefit of, the
successors and assigns of the Company. Subject to the restrictions on transfer of the Option
described in Section 14 of the Plan, this Agreement shall be binding on your permitted successors
and assigns (including heirs, executors, administrators and legal representatives). All notices
required under this Agreement or the Plan must be mailed or hand-delivered to the Company or to you
at its or your respective addresses set forth in this Agreement, or at such other address
designated in writing by either of the parties to the other.
Additional information about the Plan and this Option (including certain tax consequences of
exercising the Option and disposing of the Shares) is contained in the Prospectus for the Plan. A
copy of the Prospectus accompanies this Promotion Grant Agreement and is available on the stock
options pages of the Companys Legal Department intranet web site or by calling the Companys Stock
Plan Analyst.
The Company has signed this Option Agreement effective as the Date of Grant.
INTUIT INC. | ||||||
2632 Marine Way | ||||||
Mountain View, California 94043 | ||||||
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