þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 77-0034661 | |
(State of incorporation) | (IRS employer identification no.) |
Large accelerated filer
þ
|
Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
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FINANCIAL STATEMENTS
Three Months Ended
October 31,
October 31,
(In thousands, except per share amounts; unaudited)
2008
2007
$
220,553
$
218,620
260,826
226,318
481,379
444,938
33,400
33,747
111,708
97,454
15,213
12,814
186,186
169,659
136,217
149,336
65,097
77,115
9,588
8,012
557,409
548,137
(76,030
)
(103,199
)
(11,731
)
(14,049
)
(1,868
)
17,191
577
713
23,951
(89,052
)
(75,393
)
(37,117
)
(28,328
)
209
506
(52,144
)
(47,571
)
26,767
$
(52,144
)
$
(20,804
)
$
(0.16
)
$
(0.14
)
0.08
$
(0.16
)
$
(0.06
)
323,269
337,584
Table of Contents
October 31,
July 31,
(In thousands; unaudited)
2008
2008
$
169,557
$
413,340
289,031
414,493
142,980
127,230
157,966
60,564
90,534
101,730
58,242
45,457
908,310
1,162,814
327,526
610,748
1,235,836
1,773,562
288,354
288,310
533,427
507,499
1,693,666
1,698,087
248,354
273,087
27,648
52,491
78,465
73,548
$
4,105,750
$
4,666,584
$
131,238
$
115,198
116,481
229,819
339,857
359,936
174
16,211
112,462
135,326
700,212
856,490
327,526
610,748
1,027,738
1,467,238
998,042
997,996
125,763
121,489
2,151,543
2,586,723
7,182
6,907
2,428,548
2,407,749
(2,852,851
)
(2,786,499
)
1,155
7,722
2,370,173
2,443,982
1,947,025
2,072,954
$
4,105,750
$
4,666,584
Table of Contents
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Treasury
Comprehensive
Retained
Stockholders
(Dollars in thousands; unaudited)
Shares
Amount
Capital
Stock
Income
Earnings
Equity
322,599,830
$
3,226
$
2,404,523
$
(2,786,499
)
$
7,722
$
2,443,982
$
2,072,954
(52,144
)
(52,144
)
(6,567
)
(6,567
)
(58,711
)
employee stock plans
3,863,894
39
83,066
(5,932
)
77,173
723,363
7
(13,857
)
15,726
(15,733
)
(13,857
)
to Management Stock Purchase Plan
2,295
2,295
repurchase programs
(6,021,307
)
(60
)
(165,144
)
(165,204
)
option transactions
10,622
10,622
21,753
21,753
321,165,780
$
3,212
$
2,425,336
$
(2,852,851
)
$
1,155
$
2,370,173
$
1,947,025
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Treasury
Comprehensive
Retained
Stockholders
(Dollars in thousands; unaudited)
Shares
Amount
Capital
Stock
Income
Earnings
Equity
339,157,302
$
3,391
$
2,247,755
$
(2,207,114
)
$
6,096
$
1,984,885
$
2,035,013
(20,804
)
(20,804
)
2,615
2,615
(18,189
)
employee stock plans
2,597,186
26
56,124
(4,815
)
51,335
8,157
(136
)
177
(177
)
(136
)
to Management Stock Purchase Plan
2,284
2,284
repurchase programs
(8,118,939
)
(81
)
(249,917
)
(249,998
)
option transactions
11,800
11,800
26,701
26,701
333,643,706
$
3,336
$
2,288,404
$
(2,400,730
)
$
8,711
$
1,959,089
$
1,858,810
(1)
Includes $26,655 for continuing operations and $46 for Intuit Distribution Management Solutions discontinued operations.
Table of Contents
Three Months Ended
October 31,
October 31,
(In thousands; unaudited)
2008
2007
$
(52,144
)
$
(20,804
)
33,585
26,222
27,157
22,648
21,753
26,701
(23,951
)
(45,667
)
45,007
7,247
10,622
11,800
(6,127
)
(8,255
)
5,133
(372
)
84,986
(4,431
)
(16,724
)
(10,471
)
(120,910
)
(34,686
)
21,575
35,998
(112,619
)
(92,676
)
(17,781
)
(15,697
)
(14,162
)
(26,193
)
(24,046
)
(13,207
)
(284,667
)
(156,932
)
(199,681
)
(161,363
)
(36,072
)
(289,490
)
147,906
349,506
10,795
131,000
283,222
39,095
(67,210
)
(65,275
)
(283,222
)
(39,095
)
20,022
97,147
2,278
(9,315
)
57,697
233,595
63,316
51,199
(165,204
)
(249,998
)
6,127
8,255
2,295
2,284
(763
)
1,106
(94,229
)
(187,154
)
(7,570
)
5,789
(243,783
)
(109,133
)
413,340
255,201
$
169,557
$
146,068
(1)
Because the operating cash flows of our Intuit Distribution Management Solutions (IDMS)
discontinued operations were not material for any period presented, we have not segregated them
from continuing operations on these statements of cash flows. We have presented the effect of
the gain on disposal of IDMS on the statement of cash flows for the three months ended October
31, 2007. See Note 4 to the financial statements.
Table of Contents
Table of Contents
Table of Contents
Three Months Ended
October 31,
October 31,
(In thousands, except per share amounts)
2008
2007
$
(52,144
)
$
(47,571
)
26,767
$
(52,144
)
$
(20,804
)
323,269
337,584
$
(0.16
)
$
(0.14
)
0.08
$
(0.16
)
$
(0.06
)
24,935
35,544
6,856
4,778
22,966
17,957
54,757
58,279
Table of Contents
Table of Contents
October 31, 2008
July 31, 2008
(In thousands)
Cost
Fair Value
Cost
Fair Value
$
169,557
$
169,557
$
413,340
$
413,340
288,304
289,031
412,075
414,493
327,526
327,526
610,748
610,748
288,354
288,354
288,310
288,310
$
1,073,741
$
1,074,468
$
1,724,473
$
1,726,891
October 31, 2008
July 31, 2008
(In thousands)
Cost
Fair Value
Cost
Fair Value
$
497,083
$
497,083
$
1,024,088
$
1,024,088
248,974
249,915
330,436
332,534
285,050
285,050
285,325
285,325
25,999
26,030
74,476
74,796
13,331
13,086
7,163
7,163
573,354
574,081
697,400
699,818
3,304
3,304
2,985
2,985
$
1,073,741
$
1,074,468
$
1,724,473
$
1,726,891
Table of Contents
Table of Contents
Unrealized
Realized
Gain (Loss)
Gain on
Foreign
on
Derivative
Currency
(In thousands)
Investments
Instruments
Translation
Total
$
1,457
$
392
$
5,873
$
7,722
(1,050
)
(1,050
)
31
31
(11
)
(11
)
(5,537
)
(5,537
)
(1,019
)
(11
)
(5,537
)
(6,567
)
$
438
$
381
$
336
$
1,155
$
(105
)
$
433
$
5,768
$
6,096
474
474
(1
)
(1
)
(10
)
(10
)
2,152
2,152
473
(10
)
2,152
2,615
$
368
$
423
$
7,920
$
8,711
Three Months Ended
October 31,
October 31,
(In thousands)
2008
2007
$
(52,144
)
$
(20,804
)
(6,567
)
2,615
$
(58,711
)
$
(18,189
)
$
(4,333
)
$
1,725
Table of Contents
Table of Contents
Our Other Businesses segment consists primarily of Quicken, Intuit Real Estate Solutions (IRES),
and our business in Canada. Quicken product revenue is derived primarily from Quicken desktop
software products. Quicken service and other revenue is derived primarily from Quicken Online and
fees from consumer online transactions. IRES product revenue is derived primarily from property
management software licenses. Service and other revenue in our IRES business consists primarily of
revenue from support plans, hosting services and professional services. In Canada, product revenue
is derived primarily from localized versions of QuickBooks and Quicken as well as consumer desktop
tax return preparation software and professional tax preparation products. Service and other
revenue in Canada consists primarily of revenue from payroll services and QuickBooks support plans.
Table of Contents
Payroll
and
Consumer
Accounting
Financial
Other
(In thousands)
QuickBooks
Payments
Tax
Professionals
Institutions
Businesses
Corporate
Consolidated
$
105,419
$
58,321
$
4,170
$
19,113
$
136
$
33,394
$
$
220,553
46,503
93,737
10,084
2,252
74,535
33,715
260,826
151,922
152,058
14,254
21,365
74,671
67,109
481,379
29,310
61,529
(31,649
)
(17,107
)
14,925
9,233
66,241
(117,470
)
(117,470
)
29,310
61,529
(31,649
)
(17,107
)
14,925
9,233
(117,470
)
(51,229
)
(15,213
)
(15,213
)
(9,588
)
(9,588
)
(11,731
)
(11,731
)
(1,868
)
(1,868
)
577
577
$
29,310
$
61,529
$
(31,649
)
$
(17,107
)
$
14,925
$
9,233
$
(155,293
)
$
(89,052
)
Payroll
and
Consumer
Professional
Financial
Other
(In thousands)
QuickBooks
Payments
Tax
Tax
Institutions
Businesses
Corporate
Consolidated
$
113,294
$
53,534
$
2,838
$
16,735
$
86
$
32,133
$
$
218,620
29,623
77,802
10,479
1,647
72,080
34,687
226,318
142,917
131,336
13,317
18,382
72,166
66,820
444,938
36,574
57,108
(33,701
)
(20,559
)
12,411
10,544
62,377
(144,750
)
(144,750
)
36,574
57,108
(33,701
)
(20,559
)
12,411
10,544
(144,750
)
(82,373
)
(12,814
)
(12,814
)
(8,012
)
(8,012
)
(14,049
)
(14,049
)
17,191
17,191
713
713
23,951
23,951
$
36,574
$
57,108
$
(33,701
)
$
(20,559
)
$
12,411
$
10,544
$
(137,770
)
$
(75,393
)
Table of Contents
October 31,
July 31,
(In thousands)
2008
2008
$
28,394
$
27,910
11,632
13,408
6,659
20,597
36,679
38,234
29,098
35,177
$
112,462
$
135,326
Table of Contents
October 31,
July 31,
(In thousands)
2008
2008
$
500,000
$
500,000
500,000
500,000
1,000,000
1,000,000
(1,958
)
(2,004
)
$
998,042
$
997,996
October 31,
July 31,
(In thousands)
2008
2008
$
1,357
$
1,562
64,320
61,747
13,094
12,939
51,597
47,857
5,319
6,446
135,687
130,551
(9,924
)
(9,062
)
$
125,763
$
121,489
Table of Contents
Level 1
uses unadjusted quoted prices that are available in active markets for identical
assets or liabilities. Our Level 1 assets consist of cash equivalents that are invested
primarily in AAA-rated money market funds.
Level 2
uses inputs other than quoted prices included in Level 1 that are either
directly or indirectly observable through correlation with market data. These include
quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in markets that are not active; and inputs to
valuation models or other pricing methodologies that do not require significant judgment
because the inputs used in the model, such as interest rates and volatility, can be
corroborated by readily observable market data. Our Level 2 assets consist of corporate
notes, U.S. agency securities and municipal bonds that we classify as available-for-sale
securities. Our Level 2 liabilities consist of long-term debt that is model priced by third
parties using observable inputs.
Level 3
uses one or more significant inputs that are unobservable and supported by
little or no market activity, and that reflect the use of significant management judgment.
Level 3 assets and liabilities include those whose fair value measurements are determined
using pricing models, discounted cash flow methodologies or similar valuation techniques,
and significant management judgment or estimation. Our Level 3 assets consist of municipal
auction rate securities.
Quoted Prices
in Active
Significant
Total
Markets
Other
Significant
Fair Value
for Identical
Observable
Unobservable
as of
Instruments
Inputs
Inputs
October 31,
(In thousands)
(Level 1)
(Level 2)
(Level 3)
2008
$
46,166
$
$
$
46,166
13,086
13,086
26,030
26,030
249,915
249,915
285,050
285,050
$
46,166
$
289,031
$
285,050
$
620,247
$
$
842,620
$
$
842,620
(1)
Included in cash and cash equivalents on our balance sheet at October 31, 2008.
(2)
Included in investments on our balance sheet at October 31, 2008.
(3)
Included in long-term investments on our balance sheet at October 31, 2008.
(4)
Carrying value on our balance sheet at October 31, 2008 was $998.0 million. See Note 7.
Table of Contents
Significant
Unobservable
Inputs
(In thousands)
(Level 3)
$
285,325
(275
)
$
285,050
Table of Contents
Table of Contents
Options Outstanding
Weighted
Average
Shares
Exercise
Available
Number
Price
for Grant
of Shares
Per Share
7,975,824
50,205,973
$
24.70
(293,735
)
293,735
28.22
(3,172,459
)
(74,928
)
(3,578,890
)
19.56
724,895
(775,560
)
29.46
279,595
5,439,192
46,145,258
$
25.05
Restricted Stock Units
Weighted
Average
Number
Grant Date
of Shares
Fair Value
4,997,333
$
29.29
3,172,459
30.20
(692,196
)
30.87
(280,351
)
29.28
7,197,245
$
29.54
Table of Contents
Three Months Ended
October 31,
October 31,
(In thousands, except per share amounts)
2008
2007
$
246
$
276
1,022
1,458
8,080
7,698
6,381
7,881
6,024
9,342
21,753
26,655
(7,937
)
(10,135
)
$
13,816
$
16,520
$
0.04
$
0.05
Table of Contents
Executive Overview that discusses at a high level our operating results and some of the
trends that affect our business.
Significant changes since our most recent Annual Report on Form 10-K in the Critical
Accounting Policies and Estimates that we believe are important to understanding the
assumptions and judgments underlying our financial statements.
Results of Operations that includes a more detailed discussion of our revenue and
expenses.
Liquidity and Capital Resources which discusses key aspects of our statements of cash
flows, changes in our balance sheets and our financial commitments.
Our QuickBooks segment includes QuickBooks financial and business management software
and services, technical support, financial supplies, and Web site design and hosting
services for small businesses.
Our Payroll and Payments segment includes small business payroll products and services.
This segment also includes merchant services provided by our Innovative Merchant Solutions
business that include credit and debit card processing, electronic check conversion and
automated clearing house services.
Our Consumer Tax segment includes TurboTax income tax preparation products and services
for consumers and small businesses.
Our Accounting Professionals segment includes Lacerte and ProSeries professional tax
products and services. This segment also includes QuickBooks Premier Accountant Edition and
the QuickBooks ProAdvisor Program for accounting professionals.
Table of Contents
Table of Contents
Table of Contents
(Dollars in millions,
Q1
Q1
$
%
FY09
FY08
Change
Change
$
481.4
$
444.9
$
36.5
8
%
(76.0
)
(103.2
)
27.2
(26
%)
(52.1
)
(47.6
)
(4.5
)
9
%
$
(0.16
)
$
(0.14
)
$
(0.02
)
14
%
Table of Contents
% of
% of
Total
Total
Q1
Net
Q1
Net
%
(Dollars in millions)
FY09
Revenue
FY08
Revenue
Change
$
105.4
$
113.3
46.5
29.6
151.9
32
%
142.9
32
%
6
%
58.3
53.5
93.7
77.8
152.0
32
%
131.3
30
%
16
%
4.2
2.8
10.1
10.5
14.3
3
%
13.3
3
%
7
%
19.1
16.8
2.3
1.6
21.4
4
%
18.4
4
%
16
%
0.2
0.1
74.5
72.1
74.7
15
%
72.2
16
%
3
%
33.4
32.1
33.7
34.7
67.1
14
%
66.8
15
%
0
%
220.6
218.6
260.8
226.3
$
481.4
100
%
$
444.9
100
%
8
%
Table of Contents
Table of Contents
% of
% of
Q1
Related
Q1
Related
(Dollars in millions)
FY09
Revenue
FY08
Revenue
$
33.4
15
%
$
33.7
15
%
111.7
43
%
97.5
43
%
15.2
n/a
12.8
n/a
$
160.3
33
%
$
144.0
32
%
% of
% of
Total
Total
Q1
Net
Q1
Net
(Dollars in millions)
FY09
Revenue
FY08
Revenue
$
186.2
39
%
$
169.7
38
%
136.2
28
%
149.3
34
%
65.1
13
%
77.1
17
%
9.6
2
%
8.0
2
%
$
397.1
82
%
$
404.1
91
%
Table of Contents
% of
% of
Q1
Related
Q1
Related
(Dollars in millions)
FY09
Revenue
FY08
Revenue
$
29.3
19
%
$
36.6
26
%
61.5
40
%
57.1
43
%
(31.6
)
NM
(33.7
)
NM
(17.1
)
NM
(20.5
)
NM
14.9
20
%
12.4
17
%
9.2
14
%
10.5
16
%
$
66.2
14
%
$
62.4
14
%
Table of Contents
Three Months Ended
October 31,
October 31,
(In millions)
2008
2007
$
7.9
$
11.7
(9.2
)
3.0
(0.6
)
2.5
$
(1.9
)
$
17.2
Table of Contents
Table of Contents
October 31,
July 31,
$
%
(Dollars in millions)
2008
2008
Change
Change
$
458.6
$
827.8
$
(369.2
)
(45
%)
288.4
288.3
0.1
0
%
998.0
998.0
0
%
208.1
306.3
(98.2
)
(32
%)
1.2 : 1
1.2 : 1
Table of Contents
Three Months Ended
October 31,
October 31,
$
%
(In millions)
2008
2007
Change
Change
$
(199.7
)
$
(161.4
)
$
(38.3
)
24
%
122.6
191.0
(68.4
)
(36
%)
117.2
(117.2
)
(100
%)
(67.2
)
(65.3
)
(1.9
)
3
%
(165.2
)
(250.0
)
84.8
(34
%)
63.3
51.2
12.1
24
%
Table of Contents
Additions
Balance
Charged
Balance
Balance
July 31,
Against
Returns/
October 31,
October 31,
(In thousands)
2008
Revenue
Redemptions
2008
2007
$
27,910
$
12,158
$
(11,674
)
$
28,394
$
28,042
13,408
6,638
(8,414
)
11,632
14,706
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
CONTROLS AND PROCEDURES
Table of Contents
42
43
44
45
46
Table of Contents
RISK FACTORS
our expectations and beliefs regarding future conduct and growth of the business;
the assumptions underlying our Critical Accounting Policies and Estimates, including our
estimates regarding product rebate and return reserves; stock volatility and other
assumptions used to estimate the fair value of share-based compensation; and expected
future amortization of purchased intangible assets;
our belief that the investments we hold are not other-than-temporarily impaired;
our belief that the reduction in liquidity of the municipal auction rate securities we
hold will not have a material impact on our overall ability to meet our liquidity needs;
our belief that our exposure to currency exchange fluctuation risk will not be
significant in the future;
our assessments and estimates that determine our effective tax rate;
our belief that our income tax valuation allowance is sufficient;
our belief that our cash and cash equivalents, investments and cash generated from
operations will be sufficient to meet our working capital, capital expenditure and other
liquidity requirements for at least the next 12 months;
our expectations regarding capital expenditures;
our beliefs regarding seasonality and other trends for our businesses;
our assessments and beliefs regarding the future outcome of pending legal proceedings
and the liability, if any, that Intuit may incur as a result of those proceedings;
our expectations regarding the costs and other effects of acquisition and disposition
transactions; and
the expected effects of the adoption of new accounting standards.
We face intense competitive pressures in all of our businesses that may harm our
operating results.
Future revenue growth for our core products depends upon our successful introduction of
new and enhanced products and services.
Interruption, failure or breach of our information technology and communication systems,
whether caused by natural disasters, malicious attacks or other events, could compromise
the availability and security of our online products and services and lead to a loss of
Intuits confidential or proprietary information or customer data, which could damage our
reputation and harm our operating results.
If we fail to maintain reliable and responsive service levels for our electronic tax
offerings, or if the IRS or other governmental agencies experience difficulties in
receiving customer submissions, we could lose customers and our revenue and earnings could
decrease.
The nature of our products necessitates timely product launches and if we experience
significant product quality problems or delays, it will harm our revenue, earnings and
reputation.
Our collection, use and retention of personal customer information present business
operations and security risks, require us to incur expenses, and could harm our business.
The growth of our business depends on our ability to adapt to rapid technological
change.
Our reliance on a limited number of manufacturing and distribution suppliers could harm
our business.
As our product and service offerings become more complex our revenue streams may become
less predictable
.
Table of Contents
Our revenue and earnings are highly seasonal and our quarterly results fluctuate
significantly
.
We face a number of risks in our payment processing business that could result in a
reduction in our revenue and earnings
.
We face a number of risks associated with our financial institutions business which
could harm our revenue and results of operations.
Because we depend on a small number of large retailers and distributors, changes in
these relationships could harm our results of operations.
Increased government regulation of our businesses could harm our operating results.
Expansion of our operations in international markets exposes us to operational and
compliance risks.
If we do not respond promptly and effectively to customer service and technical support
inquiries we will lose customers and our revenue and earnings will decline.
If we encounter problems with our third-party customer service and technical support
providers our business and operating results will be harmed.
We are exposed to risks associated with credit card and payment fraud and with credit
card processing.
If we fail to adequately protect our intellectual property rights, competitors may
exploit our innovations, which could weaken our competitive position and reduce our revenue
and earnings.
Third parties claiming that we infringe their proprietary rights could cause us to incur
significant legal expenses and prevent us from selling our products.
We expect copying and misuse of our intellectual property to be a persistent problem
causing lost revenue and increased expenses.
We do not own all of the software, other technologies and content used in our products
and services.
Our acquisition and divestiture activities could disrupt our ongoing business, may
involve increased expenses and may present risks not contemplated at the time of the
transactions.
We have issued $1 billion in a debt offering and may incur other debt in the future,
which could adversely affect our financial condition and results of operations.
We are subject to risks associated with information disseminated through our services.
If actual product returns exceed returns reserves our financial results would be harmed.
Acquisition-related costs and impairment charges can cause significant fluctuation in
our net income.
Our investments in auction rate securities are subject to risks that may cause losses
and affect the liquidity of these investments.
If we fail to operate our payroll business effectively our revenue and earnings will be
harmed.
Interest income attributable to payroll customer deposits may fluctuate or be
eliminated, causing our revenue and earnings to decline.
We may be unable to attract and retain key personnel.
We are frequently a party to litigation that is costly to defend and consumes the time
of our management.
Unanticipated changes in our tax rates could affect our future financial results.
If we fail to maintain an effective system of internal controls, we may not be able to
detect fraud or report our financial results accurately, which could harm our business and
the trading price of our common stock.
General economic conditions may affect our revenue and harm our business.
Business interruptions could adversely affect our future operating results.
Table of Contents
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Total Number
Approximate
of Shares
Dollar Value of
Total Number
Average
Purchased as
Shares That May
of Shares
Price Paid
Part of Publicly
Yet Be Purchased
Period
Purchased
per Share
Announced Plans
Under the Plans
August 31, 2008
1,015,000
$
29.56
1,015,000
$
569,994,305
September 30, 2008
1,960,000
$
30.13
1,960,000
$
510,933,004
October 31, 2008
3,046,307
$
24.99
3,046,307
$
434,795,472
6,021,307
$
27.44
6,021,307
Notes:
1.
All shares purchased as part of publicly announced plans during the three months ended
October 31, 2008 were purchased under a plan we announced on May 20, 2008 under which we were
authorized to repurchase up to $600 million of our common stock from time to time over a
three-year period ending on May 15, 2011.
Table of Contents
EXHIBITS
Exhibit
Filed
Incorporated
Number
Exhibit Description
Herewith
by Reference
Forms of Restricted Stock Unit Agreements: Intuit
Inc. MSPP Matching Award Agreement; Intuit Inc.
Performance-Based Vesting Agreement; Homestead
Technologies Inc. Service-Based Vesting Agreement;
and Intuit Inc. Service-Based Vesting Agreement
X
Amendment dated December 1, 2008 to Letter
Regarding Terms of Employment by and between Intuit
Inc. and Mr. R. Neil Williams dated November 2,
2007
X
Amendment dated December 1, 2008 to Offer Letter
Agreement between Intuit and Alexander M. Lintner
dated June 24, 2005 and accepted by Mr. Lintner on
June 29, 2005
X
Letter Regarding Terms of Employment by and between
Intuit Inc. and Mr. Sasan K. Goodarzi dated May 18,
2004 and Amendment dated December 1, 2008
X
Amendment dated December 1, 2008 to Letter
Regarding Terms of Employment by and between Intuit
Inc. and Mr. Brad D. Smith dated October 1, 2007
X
Certification of Chief Executive Officer
X
Certification of Chief Financial Officer
X
Section 1350 Certification (Chief Executive Officer)
X
Section 1350 Certification (Chief Financial Officer)
X
+
Indicates a management contract or compensatory plan or arrangement.
Table of Contents
47
INTUIT INC.
(Registrant)
Date: December 4, 2008
By:
/s/ R. NEIL WILLIAMS
R. Neil Williams
Senior Vice President and Chief Financial Officer
(Authorized Officer and Principal Financial Officer)
Table of Contents
48
Exhibit
Filed
Incorporated
Number
Exhibit Description
Herewith
by Reference
Forms of Restricted Stock Unit Agreements: Intuit
Inc. MSPP Matching Award Agreement; Intuit Inc.
Performance-Based Vesting Agreement; Homestead
Technologies Inc. Service-Based Vesting Agreement;
and Intuit Inc. Service-Based Vesting Agreement
X
Amendment dated December 1, 2008 to Letter
Regarding Terms of Employment by and between Intuit
Inc. and Mr. R. Neil Williams dated November 2,
2007
X
Amendment dated December 1, 2008 to Offer Letter
Agreement between Intuit and Alexander M. Lintner
dated June 24, 2005 and accepted by Mr. Lintner on
June 29, 2005
X
Letter Regarding Terms of Employment by and between
Intuit Inc. and Mr. Sasan K. Goodarzi dated May 18,
2004 and Amendment dated December 1, 2008
X
Amendment dated December 1, 2008 to Letter
Regarding Terms of Employment by and between Intuit
Inc. and Mr. Brad D. Smith dated October 1, 2007
X
Certification of Chief Executive Officer
X
Certification of Chief Financial Officer
X
Section 1350 Certification (Chief Executive Officer)
X
Section 1350 Certification (Chief Financial Officer)
X
+
Indicates a management contract or compensatory plan or arrangement.
1. | In the event of your Termination prior to the Vesting Date, the following provisions will govern the vesting of this Award: |
(a) | Termination Generally : In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award will terminate without having vested as to any of the shares subject to this Award and you will have no right or claim to anything under this Award. | ||
(b) | Termination due to Retirement : In the event of your Termination prior to the Vesting Date due to your Retirement, you will vest pro-rata in a percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by thirty-six months, rounded down to the nearest whole share of Intuit Common Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Retirement means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed five (5) full years of service with the Company (including any Parent or Subsidiary). | ||
(c) | Termination due to Death or Total Disability : In the event of your Termination prior to the Vesting Date due to your death or Total Disability after you have been actively employed by the Company for one year or more, this Award will vest in full, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Total Disability is defined in Section 5.6(a) of the 2005 Plan. | ||
(d) | Termination on or Within One Year Following Corporate Transaction : In the event of your Termination by the Company or its successor, prior to the Vesting Date, but on or within one year following the date of a Corporate Transaction, you will vest pro-rata in a percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by thirty-six months, rounded down to the nearest whole share of Intuit Common Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, |
Corporate Transaction is defined in Section 26(h) of the 2005 Plan. |
2. | Issuance of Shares under this Award : The Company will issue you the Shares subject to this Award on the Vesting Date except that when required by Section 409A of the Code issuance shall be on the date of your separation from service (as defined in Treas. Reg. 1.409A-1(h)). Until the date the shares are issued to you, you will have no rights as a stockholder of the Company. Notwithstanding anything herein to the contrary, in the event that the Vesting Date occurs as a result of your Termination for any reason other than death or disability (as such term is defined under Section 409A of the Code), and the Company determines that as of such Vesting Date you are a specified employee (as such term is defined under Section 409A of the Code), any Shares that would otherwise be issued to you on such Vesting Date will not be issued to you until the date that is six months following the Termination Date (or such earlier time permitted under Section 409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of the Code). | |
3. | Withholding Taxes : This Award is generally taxable for purposes of United States federal income and employment taxes upon vesting based on the Fair Market Value on Vesting Date. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, social security tax, payroll tax, payment on account or other tax related to withholding obligations that arise under this Award and, if applicable, any sale of Shares of the Common Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this Award or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations. For purposes of this Award, Fair Market Value is defined in Section 26(n) of the 2005 Plan. | |
You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the shares of Common Stock underlying the shares that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability. | ||
4. | Disputes : Any question concerning the interpretation of this Agreement, any adjustments to made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the 2005 Plan and Section 7 of the MSPP. Such decision by the Committee shall be final and binding. | |
5. | Other Matters : |
(a) | The Award granted to an employee in any one year, or at any time, does not obligate the Company or any subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any subsidiary or other affiliate) might grant an award in any future year or in any given amount. | ||
(b) | Nothing contained in this Agreement creates or implies an employment contract or term of employment or any promise of specific treatment upon which you may rely. | ||
(c) | Notwithstanding anything to the contrary in this Agreement, the Company may reduce your Award if you change classification from a full-time employee to a part-time employee. | ||
(d) | This Award is not part of your employment contract (if any) with the Company, your salary, your normal or expected compensation, or other remuneration for any purposes, including for purposes of computing benefits, severance pay or other termination compensation or indemnity. | ||
(e) | Because this Agreement relates to terms and conditions under which you may be issued shares of Common Stock of Intuit Inc., a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles |
of Delaware or other jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. |
INTUIT INC.
2632 Marine Way Mountain View, California 94043 |
||||
By: | ||||
1. | In the event of your Termination prior to the Vesting Date, the following provisions will govern the vesting of this Award: |
(a) | Termination Generally : In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award will terminate without having vested as to any of the shares subject to this Award and you will have no right or claim to anything under this Award. | ||
(b) | Termination due to Retirement : In the event of your Termination prior to the Vesting Date due to your Retirement, you will be vested pro-rata in a percentage equal to your number of full months of service since the Date of Grant divided by thirty-six months times the Number of Shares and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Retirement means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten full years of consecutive service with the Company (including any Parent or Subsidiary). | ||
(c) | Termination due to Death or Total Disability : In the event of your Termination prior to the Vesting Date due to your death or Total Disability after you have been actively employed by the Company for one year or more, this Award will vest as to 100% of the Number of the Shares on your Termination Date, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Total Disability is defined in Section 5.6(a) of the Plan. |
(d) | Termination on or Within One Year Following Corporate Transaction : In the event of your Termination by the Company or its successor, prior to the Vesting Date, but on or within one year following the date of a Corporate Transaction, you will vest pro-rata in a percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by thirty-six months, rounded down to the nearest whole share of Intuit Common Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Corporate Transaction is defined in Section 26(h) of the Plan. | ||
(e) | Termination due to Involuntary Termination : In the event of your Termination prior to the Vesting Date due to your Involuntary Termination, you will vest pro-rata in a percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by thirty-six months, rounded down to the nearest whole share of Intuit Common Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Involuntary Termination means the Termination of your employment with the Company on account of your resignation within sixty (60) days after the occurrence any of the following events without your consent, (i) a material reduction in your duties that is inconsistent with your position at the time of the Date of Grant, (ii) any reduction in your base annual salary or target annual bonus (other than in connection with a general decrease in the salary or target bonuses for all officers of Intuit), or (iii) a requirement by Intuit that you relocate your principal office to a facility more than 50 miles from your principal office on the Date of Grant; provided however, that with regard to (i) through (iii) you must provide Intuit with written notice of its obligations hereunder and opportunity to cure within 15 days. |
2. | Issuance of Shares under this Award : The Company will issue you the Shares subject to this Award on the Vesting Date, except in the event of vesting due to Involuntary Termination as noted in Section 1(b), (d) and (e), above. In the event of the issuance of Shares pursuant to Section 1(b), (d) and (e), such issuance will occur no earlier than six months and one day after the date of your separation from service (as defined in Treas. Reg. 1.409A-1(h)) with Intuit, except when permitted by Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and/or other interpretive authority thereunder. Until the date the shares are issued to you, you will have no rights as a stockholder of the Company. |
3. | Withholding Taxes : This Award is generally taxable for purposes of United States federal income and employment taxes upon vesting based on the Fair Market Value on Vesting Date. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, social security tax, payroll tax, payment on account or other tax related to withholding obligations that arise under this Award and, if applicable, any sale of Shares of the Common Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this Award or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations. For purposes of this Award, Fair Market Value is defined in Section 26(n) of the Plan. | |
You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the shares of Common Stock underlying the shares that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability. |
4. | Disputes : Any question concerning the interpretation of this Agreement, any adjustments to made thereunder, and any controversy that may arise under this Agreement, shall be determined by the |
Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding. |
5. | Other Matters : |
(a) | The Award granted to an employee in any one year, or at any time, does not obligate the Company or any subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any subsidiary or other affiliate) might grant an award in any future year or in any given amount. | ||
(b) | Nothing contained in this Agreement creates or implies an employment contract or term of employment or any promise of specific treatment upon which you may rely. | ||
(c) | Notwithstanding anything to the contrary in this Agreement, the Company may reduce your Award if you change classification from a full-time employee to a part-time employee. | ||
(d) | This Award is not part of your employment contract (if any) with the Company, your salary, your normal or expected compensation, or other renumeration for any purposes, including for purposes of computing benefits, severance pay or other termination compensation or indemnity. | ||
(e) | Because this Agreement relates to terms and conditions under which you may be issued shares of Common Stock of Intuit Inc., a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. |
INTUIT INC.
2632 Marine Way Mountain View, California 94043 |
||||
By: | ||||
Name of Participant:
|
||||
Number of Shares:
|
||||
Date of Grant:
|
||||
First Vesting Date:
|
||||
|
||||
Second Vesting Date:
|
||||
|
1. | In the event of your termination of Continuous Service prior to a Vesting Date, the following provisions will govern the vesting of this Award: |
(a) | In General : In the event of your termination of Continuous Service prior to a Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, the portion of the Award that has not vested will be forfeited without consideration upon your termination of Continuous Service and you will have no right or claim to such forfeited portion. | ||
(b) | Termination of Continuous Service due to Retirement : In the event of your termination of Continuous Service prior to a Vesting Date due to your Retirement, you will be vested, in the aggregate (including any previously vested shares), in that percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by twenty-four months, rounded down to the nearest whole share of Company Common Stock, with such vesting effective as of the date of your termination of Continuous Service. For purposes of this Award, Retirement means the termination of Continuous Service of your employment with the Company after you have reached age fifty-five (55) and completed ten full years of service with the Company (including any Affiliate). | ||
(c) | Termination of Continuous Service due to Death or Disability : In the event of your termination of Continuous Service prior to a Vesting Date due to your death or Disability after you have been actively employed by the Company for one year or more, this Award will vest as to 100% of the Number of the Shares on the date of your termination of Continuous Service, effective as of the date of your termination of Continuous Service. | ||
(d) | Termination of Continuous Service on or Within One Year Following Corporate Transaction : In the event of your termination of Continuous Service by the Company or its successor, prior to a Vesting Date, but on or within one year following the date of a Corporate Transaction other than the proposed acquisition of the Company by Intuit Inc. pursuant to the Agreement and Plan of Merger dated November 20, 2007, you will be vested, in the aggregate (including any previously vested shares), in that percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by twenty-four months, rounded down to the nearest whole share of Company Common Stock, with such vesting effective as of the date of your termination |
of Continuous Service. |
2. | Issuance of Shares of Common Stock under this Award : The Company will issue you the applicable Number of Shares of Common Stock subject to this Award on each Vesting Date, subject, however, to the satisfaction of any applicable withholding taxes (as provided below). Notwithstanding the foregoing, in the event that the Company determines that any shares are scheduled to be issued on a day (the Original Issuance Date) on which the issuance of the shares would be a violation of applicable law, as determined by the Company, then such shares will not be issued on such Original Issuance Date and will instead be issued on the first date thereafter on which the issuance of the shares would not be a violation of applicable law; provided, however, that, except as otherwise permitted under, or required for compliance with, Section 409A of the Code, in no event will the date of issuance be later than (a) the 15th day of the third month following the end of the Companys first taxable year in which the applicable Vesting Date occurs or (b) the 15th day of the third month following the end of your first taxable year in which the applicable Vesting Date occurs. With respect to vesting due to 1(b) or 1(d) above, issuance of the applicable Number of Shares of Common Stock subject to this Award shall not occur before the date of your separation from service (as defined in Treas. Reg. 1.409A-1(h)) with Intuit (provided that if you are a specified employee (as such term is defined under Section 409A of the Code), then Shares will not be issued to you until the date that is six months thereafter (or such earlier time permitted under Section 409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of the Code)). Until the date the shares are issued to you, you will have no rights as a stockholder of the Company. | |
3. | Withholding Taxes : This Award is generally taxable for purposes of United States federal income and employment taxes upon the vesting and/or issuance the shares of Common Stock based on the Fair Market Value at such time(s). To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, social security tax, payroll tax, payment on account or other tax related to withholding obligations that arise under this Award and, if applicable, any sale of shares of the Common Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this Award or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless otherwise agreed to by the Company and you, the minimum statutory tax obligations will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the minimum statutory tax withholding obligations. | |
You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the shares of Common Stock underlying the shares that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability. | ||
4. | Disputes : Any question concerning the interpretation of this Agreement, any adjustments to made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under the Plan. Such decision by the Committee shall be final and binding. | |
5. | Other Matters : |
(a) | The Award granted to an Employee in any one year, or at any time, does not obligate the Company or any Affiliate to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any Affiliate) might grant an award in any future year or in any given amount. | ||
(b) | Nothing contained in this Agreement creates or implies an employment contract or term of employment or any promise of specific treatment upon which you may rely. |
(c) | Notwithstanding anything to the contrary in this Agreement, the Company may proportionately slow the rate of vesting of your Award (through the extension of the applicable Vesting Dates) if you change classification from a full-time Employee to a part-time Employee. | ||
(d) | This Award is not part of your employment contract (if any) with the Company, your salary, your normal or expected compensation, or other renumeration for any purposes, including for purposes of computing benefits, cash severance pay or other termination compensation or indemnity. | ||
(e) | Because this Agreement relates to terms and conditions under which you may be issued shares of the Companys Common Stock, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. |
HOMESTEAD TECHNOLOGIES INC. 3375 Edison Way Menlo Park, California 94025 |
||||
By: | ||||
1. | In the event of your Termination prior to the Vesting Date, the following provisions will govern the vesting of this Award: |
(a) | Termination Generally : In the event of your Termination prior to the Vesting Date for any reason other than as expressly set forth in the other subsections of this Section 1 of the Agreement, this Award will terminate without having vested as to any of the shares subject to this Award and you will have no right or claim to anything under this Award. | ||
(b) | Termination due to Retirement : In the event of your Termination prior to the Vesting Date due to your Retirement, you will be vested pro-rata in a percentage equal to your number of full months of service since the Date of Grant divided by thirty-six months times the Number of Shares, minus any shares previously vested, rounded down to the nearest whole share of Intuit Common Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Retirement means the Termination of your employment with the Company after you have reached age fifty-five (55) and completed ten full years of service with the Company (including any Parent or Subsidiary). | ||
(c) | Termination due to Death or Total Disability : In the event of your Termination prior to the Vesting Date due to your death or Total Disability after you have been actively employed by the Company for one year or more, this Award will vest as to 100% of the Number of the Shares on your Termination Date, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Total Disability is defined in Section 5.6(a) of the Plan. | ||
(d) | Termination on or Within One Year Following Corporate Transaction : In the event of your Termination by the Company or its successor, prior to the Vesting Date, but on or within one year following the date of a Corporate Transaction, you will vest pro-rata in a percentage of the Number of Shares equal to your number of full months of service since the Date of Grant divided by thirty-six months, rounded down to the nearest whole share of Intuit Common |
Stock, and the Vesting Date under this Agreement will be your Termination Date. For purposes of this Award, Corporate Transaction is defined in Section 26(h) of the Plan. |
2. | Issuance of Shares under this Award : The Company will issue you the Shares subject to this Award on the Vesting Date, except that when the Vesting Date is due to an event under 1(b) or 1(d) above, then issuance shall be on the date of your separation from service (as defined in Treas. Reg. 1.409A-1(h)) with Intuit (provided that if you are a specified employee (as such term is defined under Section 409A of the Code), then Shares will not be issued to you before the date that is six months following the date of your separation from service (as defined in Treas. Reg. 1.409A-1(h)) (or such earlier time permitted under Section 409A of the Code without the imposition of any accelerated or additional taxes under Section 409A of the Code)). Until the date the shares are issued to you, you will have no rights as a stockholder of the Company. |
3. | Withholding Taxes : This Award is generally taxable for purposes of United States federal income and employment taxes upon vesting based on the Fair Market Value on Vesting Date. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Company for the payment and satisfaction of any income tax, social security tax, payroll tax, payment on account or other tax related to withholding obligations that arise under this Award and, if applicable, any sale of Shares of the Common Stock. The Company shall not be required to issue shares of the Common Stock pursuant to this Award or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied. Unless otherwise agreed to by the Company and you, these obligations will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be issued under this Award that the Company determines has a Fair Market Value sufficient to meet the tax withholding obligations. For purposes of this Award, Fair Market Value is defined in Section 26(n) of the Plan. | |
You are ultimately liable and responsible for all taxes owed by you in connection with this Award, regardless of any action the Company takes or any transaction pursuant to this section with respect to any tax withholding obligations that arise in connection with this Award. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of this Award or the subsequent sale of any of the shares of Common Stock underlying the shares that vest. The Company does not commit and is under no obligation to structure this Award to reduce or eliminate your tax liability. |
4. | Disputes : Any question concerning the interpretation of this Agreement, any adjustments to made thereunder, and any controversy that may arise under this Agreement, shall be determined by the Committee in accordance with its authority under Section 4 of the Plan. Such decision by the Committee shall be final and binding. | |
5. | Other Matters : |
(a) | The Award granted to an employee in any one year, or at any time, does not obligate the Company or any subsidiary or other affiliate of the Company to grant an award in any future year or in any given amount and should not create an expectation that the Company (or any subsidiary or other affiliate) might grant an award in any future year or in any given amount. | ||
(b) | Nothing contained in this Agreement creates or implies an employment contract or term of employment or any promise of specific treatment upon which you may rely. | ||
(c) | Notwithstanding anything to the contrary in this Agreement, the Company may reduce your Award if you change classification from a full-time employee to a part-time employee. | ||
(d) | This Award is not part of your employment contract (if any) with the Company, your salary, your normal or expected compensation, or other renumeration for any purposes, including for purposes of computing benefits, severance pay or other termination compensation or indemnity. |
(e) | Because this Agreement relates to terms and conditions under which you may be issued shares of Common Stock of Intuit Inc., a Delaware corporation, an essential term of this Agreement is that it shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to this Agreement or the Award granted hereunder shall be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. |
INTUIT INC.
2632 Marine Way Mountain View, California 94043 |
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By: | ||||
/s/ R. NEIL WILLIAMS
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12/1/2008 | |
Name
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Date |
2
/s/ ALEXANDER M. LINTNER
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12/1/2008 | |
Name
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Date |
/s/ Sasan Goodarzi
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5/19/04 | 06/07/04 | ||
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||||
Sasan Goodarzi
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Date | Start Date |
/s/ Sasan Goodarzi
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12/1/08 | |
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Sasan Goodarzi
|
Date |
/s/ BRAD D. SMITH
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12/3/2008 | |
Name
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Date |
2
1. | I have reviewed this quarterly report on Form 10-Q of Intuit Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By:
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/s/ BRAD D. SMITH | |||
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Brad D. Smith | ||||
President and Chief Executive Officer | ||||
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Intuit Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
By:
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/s/ R. NEIL WILLIAMS | |||
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R. Neil Williams | ||||
Senior Vice President and Chief Financial Officer | ||||
(Principal Financial Officer) |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/BRAD D. SMITH
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||
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||
Brad D. Smith
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President and Chief Executive Officer
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(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/
R. NEIL WILLIAMS
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||
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R. Neil Williams
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Senior Vice President and Chief Financial Officer
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