As
filed with the Securities and Exchange Commission on December 17, 2008
Registration No. 333-
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTUIT INC.
(Exact Name of Issuer as Specified in Its Charter)
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Delaware
(State of Incorporation)
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77-0034661
(I.R.S. Employer
Identification No.)
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2700 Coast Avenue
Mountain View, California 94043
(Address of Principal Executive Offices)
Intuit Inc. 2005 Equity Incentive Plan
(Full title of the Plan)
Laura A. Fennell, Esq.
Intuit Inc.
2700 Coast Avenue
Mountain View, California 94043
(650) 944-6000
(Name, Address and Telephone Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of securities
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of registration
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to be registered
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registered
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offering price per share
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aggregate offering price
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fee
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Common Stock, $0.01 par value
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10,000,000
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(1)
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$22.745
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(2)
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$227,450,000
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(2)
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$8,938.79
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(1)
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Represents 10,000,000 additional shares available for awards under the Intuit Inc. 2005
Equity Incentive Plan, as amended by the Registrants stockholders on December 16, 2008.
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this Registration Statement shall also cover any additional shares of Registrants common
stock in respect of the securities identified in the above table by reason of any stock
dividend, stock split, recapitalization or other similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to
Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low
prices per share of the Registrants common stock as reported on The Nasdaq Global Select
Market on December 15, 2008, which was $22.745.
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EXPLANATORY NOTE
This Registration Statement relates to the registration of additional securities under the Intuit
Inc. 2005 Equity Incentive Plan (the Plan), which has been amended since the filing of Intuit
Inc.s (the Company or Registrant) Registration Statements covering the Plan. In accordance
with General Instruction E to Form S-8, the contents of the previous Registration Statements on
Form S-8 related to the 2005 Equity Incentive Plan (Commission File No. 333-121170 filed on
December 10, 2004, Commission File No. 333-130453, filed on December 19, 2005, Commission File No.
333-139452 filed on December 18, 2006, and Commission File No. 333-148112 filed on December 17,
2007 with the Securities and Exchange Commission (the Commission)) are incorporated herein by
reference and made part of this Registration Statement, except as amended hereby.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Registrant filed with the Securities and Exchange Commission
(the Commission) are incorporated herein by reference:
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(a)
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The Registrants Annual Report on Form 10-K for the fiscal year ended July 31, 2008;
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Registrants Annual Report referred to in (a)
above; and
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(c)
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The Registrants Registration Statement on Form 8-A filed with the Commission on
February 4, 1993 pursuant to Section 12(g) of the Exchange Act, in which there is described
the terms, rights and provisions applicable to the Registrants Common Stock.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Laura A. Fennell, Esq., Senior Vice President, General Counsel and Corporate Secretary of
Intuit, will pass upon the validity of the issuance of the shares of Common Stock offered by this
Registration Statement. As of November 30, 2008, Ms. Fennell held 9,798 shares of Intuits common
stock, options to purchase 305,000 shares of Common Stock (of which 225,275 shares are exercisable
within the next 60 days), and 47,545 restricted stock units (3,045 of which are vested or will vest
in the next 60 days).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 145 of the Delaware General Corporation Law, the Registrants
Certificate of Incorporation includes a provision that eliminates the personal liability of its
directors for monetary damages for breach or alleged breach of their duty of care. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Registrants Bylaws provide
that:
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the Registrant is required to indemnify its directors and officers and persons serving in such
capacities in other business enterprises (including, for example, subsidiaries of Intuit) at the
request of the Registrant, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary;
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the Registrant may, in its discretion, indemnify employees and agents in those circumstances
where indemnification is not required by law;
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the Registrant is required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of loyalty, failure to act
in good faith, intentional misconduct, knowing violation of law or deriving an improper personal
benefit);
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the rights conferred in the Registrants Bylaws are not exclusive, and the Registrant is
authorized to enter into indemnification agreements with its directors, officers and employees; and
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the Registrant may not retroactively amend the Registrants Bylaw provisions in a way that is
adverse to such directors, officers and employees.
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The Registrants policy is to enter into indemnity agreements with each of its and its
subsidiaries directors and officers. The agreements provide that the Registrant will indemnify its
directors and officers under Section 145 of the Delaware General Corporation Law and the
Registrants Bylaws. In addition, the indemnity agreements provide that the Registrant will advance
expenses (including attorneys fees) and settlement amounts paid or incurred by the directors and
officers in any action or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or officers of the Registrant or as directors
or officers of any other company or enterprise when they are serving in such capacities at the
request of the Registrant. The Registrant will not be obligated pursuant to the agreements to
indemnify or advance expenses to an indemnified party with respect
II-1
to proceedings or claims initiated by the indemnified party and not by way of defense, except with
respect to proceedings specifically authorized by the Registrants Board of Directors or brought to
enforce a right to indemnification under the indemnity agreement, the Registrants Bylaws or any
statute or law. Under the agreements, the Registrant is not obligated to indemnify the indemnified
party:
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for any expenses incurred by the indemnified party with respect to any proceeding instituted by
the indemnified party to enforce or interpret the agreement, if a court of competent jurisdiction
determines that each of the material assertions made by the indemnified party in such proceeding
was not made in good faith or was frivolous;
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for any amounts paid in settlement of a proceeding unless the Registrant consents to such
settlement;
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with respect to any proceeding brought by the Registrant against the indemnified party for
willful misconduct, unless a court determines that each of such claims was not made in good faith
or was frivolous;
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on account of any suit in which judgment is rendered against the indemnified party for an
accounting of profits made from the purchase or sale by the indemnified party of securities of the
Registrant pursuant to the provisions of Section 16(b) of the Exchange Act and related laws;
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on account of the indemnified partys conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest, or to constitute willful misconduct or a knowing violation of
the law; or
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if a final decision by a court having jurisdiction in the matter shall determine that such
indemnification is not lawful.
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The indemnification provision in the Registrants Bylaws, and the indemnity agreements entered
into between the Registrant and its directors and executive officers, may be sufficiently broad to
permit indemnification of the Registrants officers and directors for liabilities arising under the
Securities Act.
The indemnity agreements with the Registrants officers and directors require the Registrant
to maintain director and officer liability insurance to the extent reasonably available. The
Registrant currently maintains a director and officer liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index
Unless otherwise indicated below as being incorporated by reference to another filing of
Intuit Inc. with the Commission, each of the following exhibits is filed herewith:
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Filed
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with this
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Incorporated By Reference
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Exhibit No.
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Exhibit Description
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Form S-8
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Form
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File No.
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Date Filed
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5.01
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Opinion of Counsel
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X
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23.01
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Consent of Counsel (included in Exhibit 5.01)
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X
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23.02
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Consent of Ernst & Young LLP, Independent
Registered Public Accounting Firm
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X
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24.01
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Power of Attorney (see pages II-5
and II-6)
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X
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99.01+
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Intuit Inc. 2005 Equity Incentive Plan, as
amended through December 16, 2008
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X
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Indicates a management contract or compensatory plan or arrangement
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II-2
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
provided, however
, that paragraphs (1)(i) and (1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act) that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to applicable
indemnification provisions, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereby, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mountain View, State of California, on December 17, 2008.
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INTUIT INC.
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By:
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/s/ R. Neil Williams
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R. Neil Williams
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Senior Vice President and
Chief Financial Officer
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II-4
POWER OF ATTORNEY
By signing this Form S-8 below, I hereby appoint each of Brad D. Smith and R. Neil Williams as
my true and lawful attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the power and authority
to sign the names of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.
IN WITNESS WHEREOF,
each of the undersigned has executed this Power of Attorney as of the date
indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the dates indicated.
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Principal Executive Officer:
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/s/ BRAD D. SMITH
Brad D. Smith
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Chief Executive Officer,
President
and Director
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December 17, 2008
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Principal Financial Officer
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/s/ R. NEIL WILLIAMS
R. Neil Williams
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Senior Vice President
and
Chief Financial Officer
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December 17, 2008
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Principal Accounting Officer:
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/s/ JEFFREY P. HANK
Jeffrey P. Hank
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Vice President,
Corporate
Controller
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December 17, 2008
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Additional Directors:
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/s/ STEPHEN M. BENNETT
Stephen M. Bennett
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Director
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December 17, 2008
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/s/ CHRISTOPHER W. BRODY
Christopher W. Brody
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Director
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December 17, 2008
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/s/ WILLIAM V. CAMPBELL
William V. Campbell
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Director
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December 17, 2008
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/s/ SCOTT D. COOK
Scott D. Cook
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Director
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December 17, 2008
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/s/ DIANE B. GREENE
Diane B. Greene
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Director
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December 17, 2008
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/s/ MICHAEL R. HALLMAN
Michael R. Hallman
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Director
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December 17, 2008
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/s/ EDWARD A. KANGAS
Edward A. Kangas
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Director
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December 17, 2008
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/s/ SUZANNE NORA JOHNSON
Suzanne Nora Johnson
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Director
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December 17, 2008
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II-5
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/s/ DENNIS D. POWELL
Dennis D. Powell
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Director
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December 17, 2008
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/s/ STRATTON D. SCLAVOS
Stratton D. Sclavos
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Director
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December 17, 2008
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II-6
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Description
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5.01
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Opinion of Counsel
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23.01
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Consent of Counsel (included in Exhibit 5.01).
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23.02
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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24.01
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Power of Attorney (see pages II-5
and II-6)
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99.01+
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Intuit Inc. 2005 Equity Incentive Plan, as amended through December 16, 2008
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Indicates a management contract or compensatory plan or arrangement
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II-7
Exhibit 99.01
INTUIT INC.
2005 EQUITY INCENTIVE PLAN
(As amended on December 16, 2008)
1. PURPOSE
. The purpose of the Plan is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are important to the success of the
Company, its Parent or Subsidiaries by offering them an opportunity to participate in the Companys
future performance through awards of Options, Restricted Stock, Stock Bonuses, Stock Appreciation
Rights (SARs) and Restricted Stock Units. Capitalized terms not defined in the text are defined in
Section 26.
2. SHARES SUBJECT TO THE PLAN.
2.1
Number of Shares Available
. Subject to Sections 2.2 and 21, 56,000,000 Shares are
available for grant and issuance under the Plan. Shares that are subject to: (a) issuance upon
exercise of an Option or SAR granted under this Plan but cease to be subject to the Option or SAR
for any reason other than exercise of the Option; (b) an Award granted under this Plan but are
forfeited or are repurchased by the Company at the original issue price; or (c) an Award granted
under this Plan that otherwise terminates without Shares being issued, will return to the pool of
Shares available for grant and issuance under this Plan. In any fiscal year of the Company no more
than fifty percent (50%) of the Shares subject to Awards granted in such fiscal year may have an
Exercise Price or Purchase Price per Share that is less than Fair Market Value on the applicable
date of grant. In order that ISOs may be granted under this Plan, no more than 56,000,000 shares
shall be issued as ISOs. The Company may issue Shares which are authorized but unissued or
treasury shares pursuant to the Awards granted under this Plan. At all times the Company will
reserve and keep available a sufficient number of Shares to satisfy the requirements of all
outstanding Options and SARs granted under the Plan and all other outstanding but unvested Awards
granted under the Plan.
2.2
Adjustment of Shares
. If the number of outstanding Shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification, extraordinary dividend of cash or stock or similar change in the capital
structure of the Company, without consideration, then (a) the number of Shares reserved for
issuance under the Plan and the limits that are set forth in Section 2.1; (b) the Exercise Prices
of and number of Shares subject to outstanding Options and SARs; (c) the number of Shares subject
to other outstanding Awards; (d) the 4,000,000 and 6,000,000 maximum number of shares that may be
issued to an individual in any one calendar year set forth in Section 3; and (e) the number of
Shares that are granted as Options to Non-Employee Directors as set forth in Section 10, will be
proportionately adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided that fractions of a Share will not
be issued but will either be replaced by a cash payment equal to the Fair Market Value of such
fraction of a Share or will be rounded up to the nearest whole Share, as determined by the
Committee; and provided further that the Exercise Price of any Option may not be decreased to below
the par value of the Shares.
3. ELIGIBILITY
. ISOs may be granted only to employees (including officers and directors who
are also employees) of the Company or of a Parent or Subsidiary. All other Awards may be granted
to employees (including officers and directors who are also employees), non-employee directors and
consultants of the Company or any Parent or Subsidiary; provided that such consultants, contractors
and advisors render bona fide services not in connection with the offer and sale of securities in a
capital-raising transaction. The Committee (or its designee under 4.1(c)) will from time to time
determine and designate among the eligible persons who will be granted one or more Awards under the
Plan. A person may be granted more than one Award under the Plan. However, no person will be
eligible to receive more than 4,000,000 Shares issuable under Awards granted in any calendar year,
other than new employees of the Company or of a Parent or Subsidiary (including new employees who
are also officers and directors of the Company or any Parent or Subsidiary), who are eligible to
receive up to a maximum of 6,000,000 Shares issuable under Awards granted in the calendar year in
which they commence their employment.
1
4. ADMINISTRATION.
4.1
Committee Authority
. The Plan shall be administered by the Committee or by the
Board acting as the Committee. Except for automatic grants to Non-Employee Directors pursuant to
Section 10 hereof, and subject to the general purposes, terms and conditions of the Plan, the
Committee will have full power to implement and carry out the Plan. Without limiting the previous
sentence, the Committee will have the authority to:
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(a)
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construe and interpret the Plan, any Award Agreement and any other agreement or
document executed pursuant to the Plan;
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(b)
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prescribe, amend and rescind rules and regulations relating to the Plan or any
Award, including determining the subplans, forms and agreements used in connection with
the Plan; provided that the Committee may delegate to the President, the Chief
Financial Officer or the officer in charge of Human Resources, in consultation with the
General Counsel, the authority to approve revisions to the forms and agreements used in
connection with the Plan that are designed to facilitate Plan administration both
domestically and abroad, and that are not inconsistent with the Plan or with any
resolutions of the Committee relating to the Plan;
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(c)
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select persons to receive Awards; provided that the Committee may delegate to
one or more Executive Officers (who would also be considered officers under Delaware
law) the authority to grant an Award under the Plan to Participants who are not
Insiders;
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(d)
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determine the terms of Awards;
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(e)
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determine the number of Shares or other consideration subject to Awards;
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(f)
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determine whether Awards will be granted singly, in combination, or in tandem
with, in replacement of, or as alternatives to, other Awards under the Plan or any
other incentive or compensation plan of the Company or any Parent or Subsidiary;
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(g)
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grant waivers of Plan or Award conditions;
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(h)
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determine the vesting, exercisability, transferability, and payment of Awards;
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(i)
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correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any
Award or any Award Agreement;
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(j)
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determine whether an Award has been earned;
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(k)
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amend the Plan; or
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(l)
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make all other determinations necessary or advisable for the administration of
the Plan.
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4.2
Committee Interpretation and Discretion
. Except for automatic grants to
Non-Employee Directors pursuant to Section 10 hereof, any determination made by the Committee with
respect to any Award shall be made in its sole discretion at the time of grant of the Award or,
unless in contravention of any express term of the Plan or Award, at any later time, and such
determination shall be final and binding on the Company and all persons having an interest in any
Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement
shall be submitted by the Participant or Company to the Committee for review. The resolution of
such a dispute by the Committee shall be final and binding on the Company and Participant. The
Committee may delegate to one or more Executive Officers, the authority to review and resolve
disputes with respect to Awards held by Participants who are not Insiders, and such resolution
shall be final and binding on the Company and Participant. Notwithstanding any provision of the
Plan to the contrary, administration of the Plan shall at all times be limited by
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the requirement that any administrative action or exercise of discretion shall be void (or suitably
modified when possible) if necessary to avoid the application to any Participant of immediate
taxation and/or tax penalties under Section 409A of the Code.
5. OPTIONS
. The Committee may grant Options to eligible persons and will determine (a)
whether the Options will be ISOs or NQSOs; (b) the number of Shares subject to the Option, (c) the
Exercise Price of the Option, (d) the period during which the Option may be exercised, and (e) all
other terms and conditions of the Option, subject to the provisions of this Section 5 and the Plan.
Options granted to Non-Employee Directors pursuant to Section 10 hereof shall be governed by that
Section.
5.1
Form of Option Grant
. Each Option granted under the Plan will be evidenced by a
Stock Option Agreement that will expressly identify the Option as an ISO or NQSO. Except as
otherwise required by the terms of Options to Non-Employee Directors as provided in the terms of
Section 10 hereof, the Stock Option Agreement will be substantially in a form and contain such
provisions (which need not be the same for each Participant) that the Committee or an officer of
the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and
be subject to the terms and conditions of the Plan.
5.2
Date of Grant
. The date of grant of an Option will be the date on which the
Committee makes the determination to grant the Option, unless a later date is otherwise specified
by the Committee. The Stock Option Agreement, and a copy of the Plan and the current Prospectus
for the Plan (plus any additional documents required to be delivered under applicable laws), will
be delivered to the Participant within a reasonable time after the Option is granted. The Stock
Option Agreement, Plan, the Prospectus and other documents may be delivered in any manner
(including electronic distribution or posting) that meets applicable legal requirements.
5.3
Exercise Period and Expiration Date
. An Option will be exercisable within the
times or upon the occurrence of events determined by the Committee and set forth in the Stock
Option Agreement governing such Option, subject to the provisions of Section 5.6, and subject to
Company policies established by the Committee (or by individuals to whom the Committee has
delegated responsibility) from time to time with respect to vesting during leaves of absences. The
Stock Option Agreement shall set forth the last date that the Option may be exercised (the
Expiration Date
); provided that no Option will be exercisable after the expiration of
seven years from the date the Option is granted; and provided further that no ISO granted to a Ten
Percent Stockholder will be exercisable after the expiration of five years from the date the Option
is granted. The Committee also may provide for Options to become exercisable at one time or from
time to time, periodically or otherwise (including, without limitation, upon the attainment during
a Performance Period of performance goals based on Performance Factors), in such number of Shares
or percentage of Shares subject to the Option as the Committee determines.
5.4
Exercise Price
. The Exercise Price of an Option will be determined by the
Committee when the Option is granted and, subject to the limit of Section 2.1, may not be less than
100% of Fair Market Value on the date of grant); provided in addition, that the Exercise Price of
any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of
the Shares on the date of grant; provided, however, that the Exercise Price with respect to an
Option that is granted in connection with a merger or other acquisition as a substitute or
replacement award for options held by optionees of the acquired entity may be less than 100% of the
Fair Market Value of the Shares on the date such Option is granted if such Exercise Price is based
on a formula set forth in the terms of the options held by such optionees or in the terms of the
agreement providing for such merger or other acquisition. Payment for the Shares purchased must be
made in accordance with Section 11 of the Plan and the Stock Option Agreement.
5.5
Procedures for Exercise
. A Participant or Authorized Transferee may exercise
Options by following the procedures established by the Companys Stock Administration Department,
as communicated and made available to Participants through the stock pages on the Intuit Legal
Department intranet web site, and/or through the Companys electronic mail system.
3
5.6
Termination
.
(a)
Vesting
. Any Option granted to a Participant will cease to vest on the
Participants Termination Date, if the Participant is Terminated for any reason other than total
disability (as defined in this Section 5.6(a)) or death. Any Option granted to a Participant who
is an employee who has been actively employed by the Company or any Subsidiary for one year or more
or who is a director, will vest as to 100% of the Shares subject to such Option, if the Participant
is Terminated due to total disability or death. For purposes of this Section 5.6(a), total
disability shall mean: (i) (A) for so long as such definition is used for purposes of the
Companys group life insurance and accidental death and dismemberment plan or group long term
disability plan, that the Participant is unable to perform each of the material duties of any
gainful occupation for which the Participant is or becomes reasonably fitted by training, education
or experience and which total disability is in fact preventing the Participant from engaging in any
employment or occupation for wage or profit; or, (B) if such definition has changed, such other
definition of total disability as determined under the Companys group life insurance and
accidental death and dismemberment plan or group long term disability plan; and (ii) the Company
shall have received from the Participants primary physician a certification that the Participants
total disability is likely to be permanent. Any Option held by an employee who is Terminated by
the Company, or any Subsidiary or Parent within one year following the date of a Corporate
Transaction, will immediately vest as to such number of Shares as the Participant would have been
vested in twelve months after the date of Termination had the Participant remained employed for
that twelve month period.
(b)
Post-Termination Exercise Period
. Following a Participants Termination, the
Participants Option may be exercised to the extent vested as set forth in Section 5.6(a):
(i)
no later than 90 days after the Termination Date if a Participant is Terminated for any
reason except death or Disability, unless a longer time period, not exceeding five years, is
specifically set forth in the Participants Stock Option Agreement; provided that no Option may be
exercised after the Expiration Date of the Option; or
(ii)
no later than (A) twelve months after the Termination Date in the case of Termination due
to Disability or (B) eighteen months after the Termination Date in the case of Termination due to
death or if a Participant dies within three months of the Termination Date, unless a longer time
period, not exceeding five years, is specifically set forth in the Participants Stock Option
Agreement; provided that no Option may be exercised after the Expiration Date of the Option.
5.7
Limitations on Exercise
. The Committee may specify a reasonable minimum number of
Shares that may be purchased on any exercise of an Option; provided that the minimum number will
not prevent a Participant from exercising an Option for the full number of Shares for which it is
then exercisable.
5.8
Limitations on ISOs
. The aggregate Fair Market Value (determined as of the date
of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year (under the Plan or under any other incentive stock option plan of the
Company or any Parent or Subsidiary) shall not exceed $100,000. If the Fair Market Value of Shares
on the date of grant with respect to which ISOs are exercisable for the first time by a Participant
during any calendar year exceeds $100,000, the Options for the first $100,000 worth of Shares to
become exercisable in that calendar year will be ISOs, and the Options for the Shares with a Fair
Market Value in excess of $100,000 that become exercisable in that calendar year will be NQSOs. If
the Code is amended to provide for a different limit on the Fair Market Value of Shares permitted
to be subject to ISOs, such different limit shall be automatically incorporated into the Plan and
will apply to any Options granted after the effective date of the Codes amendment.
5.9
Notice of Disqualifying Dispositions of Shares Acquired on Exercise of an ISO
. If
a Participant sells or otherwise disposes of any Shares acquired pursuant to the exercise of an ISO
on or before the later of (a) the date two years after the Date of Grant, and (b) the date one year
after the exercise of the ISO (in either case, a
Disqualifying Disposition
), the Company
may require the Participant to immediately notify the Company in writing of such Disqualifying
Disposition.
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5.10
Modification, Extension or Renewal
. The Committee may modify, extend or renew
outstanding Options and authorize the grant of new Options in substitution therefor; provided that
any such action may not, without the written consent of Participant, impair any of Participants
rights under any Option previously granted; and provided, further that without stockholder
approval, the modified, extended, renewed or new Option may not have a lower Exercise Price than
the outstanding Option. Any outstanding ISO that is modified, extended, renewed or otherwise
altered shall be treated in accordance with Section 424(h) of the Code. The Committee may reduce
the Exercise Price of outstanding Options without the consent of Participants affected, by a
written notice to them; provided, however, that unless prior stockholder approval is secured, the
Exercise Price may not be reduced below that of the outstanding Option.
5.11
No Disqualification
. Notwithstanding any other provision in the Plan, no term of
the Plan relating to ISOs will be interpreted, amended or altered, and no discretion or authority
granted under the Plan will be exercised, so as to disqualify the Plan under Section 422 of the
Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422
of the Code.
6. RESTRICTED STOCK AWARDS.
6.1
Awards of Restricted Stock
. A Restricted Stock Award is an offer by the Company
to sell to an eligible person Shares that are subject to restrictions. The Committee will
determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase
Price, the restrictions under which the Shares will be subject and all other terms and conditions
of the Restricted Stock Award, subject to the following:
6.2
Restricted Stock Purchase Agreement
. All purchases under a Restricted Stock Award
will be evidenced by a Restricted Stock Purchase Agreement, which will be in substantially a form
(which need not be the same for each Participant) that the Committee or an officer of the Company
(pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to
the terms and conditions of the Plan. A Participant accepts a Restricted Stock Award by signing
and delivering to the Company a Restricted Stock Purchase Agreement with full payment of the
Purchase Price, within thirty days from the date the Restricted Stock Purchase Agreement was
delivered to the Participant. If the Participant does not accept the Restricted Stock Award within
thirty days, then the offer of the Restricted Stock Award will terminate, unless the Committee
determines otherwise.
6.3
Purchase Price
. The Purchase Price for a Restricted Stock Award will be
determined by the Committee and, subject to the limit of Section 2.1, may be less than Fair Market
Value (but not less than the par value of the Shares) on the date the Restricted Stock Award is
granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan and
the Restricted Stock Purchase Agreement, and in accordance with any procedures established by the
Companys Stock Administration Department, as communicated and made available to Participants
through the stock pages on the Intuit Legal Department intranet web site, and/or through the
Companys electronic mail system.
6.4
Terms of Restricted Stock Awards
. Restricted Stock Awards will be subject to such
restrictions as the Committee may impose. These restrictions may be based on completion of a
specified number of years of service with the Company or upon completion of the performance goals
based on Performance Factors during any Performance Period as set out in advance in the
Participants Restricted Stock Purchase Agreement. Prior to the grant of a Restricted Stock Award,
the Committee shall: (a) determine the nature, length and starting date of any Performance Period
for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be awarded to the
Participant. Prior to the payment for Shares to be purchased under any Restricted Stock Award, the
Committee shall determine the extent to which such Restricted Stock Award has been earned.
Performance Periods may overlap and a Participant may participate simultaneously with respect to
Restricted Stock Awards that are subject to different Performance Periods and having different
performance goals and other criteria.
6.5
Termination During Performance Period
. If a Participant is Terminated during a
Performance Period or vesting period, for any reason, then such Participant will be entitled to
payment (whether in Shares, cash or otherwise) with respect to the Restricted Stock Award only to
the extent earned as of the date of
5
Termination in accordance with the Restricted Stock Purchase Agreement, unless the Committee will
determine otherwise.
7. STOCK BONUS AWARDS.
7.1
Awards of Stock Bonuses
. A Stock Bonus Award is an award to an eligible person of
Shares (which may consist of Restricted Stock or Restricted Stock Units) for services to be
rendered or for past services already rendered to the Company or any Parent or Subsidiary. All
Stock Bonus Awards shall be made pursuant to a Stock Bonus Agreement, which shall be in
substantially a form (which need not be the same for each Participant) that the Committee or an
officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply
with and be subject to the terms and conditions of the Plan. No payment will be required for
Shares awarded pursuant to a Stock Bonus Award, but the number of Shares awarded is subject to the
limit of Section 2.1.
7.2
Terms of Stock Bonus Awards
. The Committee will determine the number of Shares to
be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These
restrictions may be based upon completion of a specified number of years of service with the
Company or upon satisfaction of performance goals based on Performance Factors during any
Performance Period as set out in advance in the Participants Stock Bonus Agreement. If the Stock
Bonus Award is to be earned upon the satisfaction of performance goals, the Committee shall: (a)
determine the nature, length and starting date of any Performance Period for the Stock Bonus Award;
(b) select from among the Performance Factors to be used to measure performance goals; and (c)
determine the number of Shares that may be awarded to the Participant. Prior to the issuance of
any Shares or other payment to a Participant pursuant to a Stock Bonus Award, the Committee will
determine the extent to which the Stock Bonus Award has been earned. Performance Periods may
overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that
are subject to different Performance Periods and different performance goals and other criteria.
The number of Shares may be fixed or may vary in accordance with such performance goals and
criteria as may be determined by the Committee. The Committee may adjust the performance goals
applicable to a Stock Bonus Award to take into account changes in law and accounting or tax rules
and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact
of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.
7.3
Form of Payment to Participant
. The Committee will determine whether the earned
portion of a Stock Bonus Award will be paid to the Participant currently or on a deferred basis
with such interest or dividend equivalent, if any, as the Committee may determine. To the extent
permissible under law, the Committee may also permit a Participant to defer payment under a Stock
Bonus Award to a date or dates after the Stock Bonus Award is earned provided that the terms of the
Stock Bonus Award and any deferral satisfy the requirements of Section 409A of the Code and
provided further that payout shall not be deferred beyond March 15 of the year following the year
of vesting unless a deferral election in compliance with Section 409A of the Code has been made.
Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair
Market Value of the Shares earned under a Stock Bonus Award on the date of payment, and in either a
lump sum payment or in installments.
7.4
Termination of Participant
. In the event of a Participants Termination during a
Performance Period or vesting period, for any reason, then such Participant will be entitled to
payment (whether in Shares, cash or otherwise) with respect to the Stock Bonus Award only to the
extent earned as of the date of Termination in accordance with the Stock Bonus Agreement, unless
the Committee determines otherwise.
8. STOCK APPRECIATION RIGHTS.
8.1
Awards of SARs
. A Stock Appreciation Right (
SAR
) is an award to an
eligible person that may be settled in cash, or Shares (which may consist of Restricted Stock),
having a value equal to the value determined by multiplying the difference between the Fair Market
Value on the date of exercise over the Exercise Price and the number of Shares with respect to
which the SAR is being settled. The SAR may be granted for services to be rendered or for past
services already rendered to the Company, or any Parent or Subsidiary. All SARs
6
shall be made pursuant to a SAR Agreement, which shall be in substantially a form (which need
not be the same for each Participant) that the Committee or an officer of the Company (pursuant to
Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms
and conditions of this Plan
.
8.2
Terms of SARs
. The Committee will determine the terms of a SAR including, without
limitation: (a) the number of Shares deemed subject to the SAR; (b) the Exercise Price and the time
or times during which the SAR may be settled; (c) the consideration to be distributed on settlement
of the SAR; and (d) the effect on each SAR of the Participants Termination. The Exercise Price of
the SAR will be determined by the Committee when the SAR is granted and, subject to the limit of
Section 2.1, may not be less than 100% of Fair Market Value. A SAR may be awarded upon
satisfaction of such performance goals based on Performance Factors during any Performance Period
as are set out in advance in the Participants individual SAR Agreement. If the SAR is being
earned upon the satisfaction of performance goals, then the Committee will: (x) determine the
nature, length and starting date of any Performance Period for each SAR; and (y) select from among
the Performance Factors to be used to measure the performance, if any. Prior to settlement of any
SAR earned upon the satisfaction of performance goals pursuant to a SAR Agreement, the Committee
shall determine the extent to which such SAR has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to SARs that are subject to different
performance goals and other criteria. The Exercise Price of an outstanding SAR may not be reduced
without stockholder approval.
8.3
Exercise Period and Expiration Date
. A SAR will be exercisable within the times
or upon the occurrence of events determined by the Committee and set forth in the SAR Agreement
governing such SAR. The SAR Agreement shall set forth the last date that the SAR may be exercised
(the
Expiration Date
); provided that no SAR will be exercisable after the expiration of
seven years from the date the SAR is granted. The Committee may also provide for SARs to become
exercisable at one time or from time to time, periodically or otherwise (including, without
limitation, upon the attainment during a Performance Period of performance goals based on
Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as
the Committee determines.
8.4
Form and Timing of Settlement
. Payment may be made in the form of cash or whole
Shares or a combination thereof.
9. RESTRICTED STOCK UNITS
9.1
Awards of Restricted Stock Units
. A Restricted Stock Unit (
RSU
) is an
award to an eligible person covering a number of Shares that may be settled in cash, or by issuance
of those Shares (which may consist of Restricted Stock) for services to be rendered or for past
services already rendered to the Company or any Parent or Subsidiary. The Committee may authorize
the issuance of RSUs to certain eligible persons who elect to defer cash compensation. All RSUs
shall be made pursuant to a RSU Agreement, which shall be in substantially a form (which need not
be the same for each Participant) that the Committee or an officer of the Company (pursuant to
Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms
and conditions of the Plan (including the limit set forth in Section 2.1).
9.2
Terms of RSUs
. The Committee will determine the terms of a RSU including, without
limitation: (a) the number of Shares deemed subject to the RSU; (b) the time or times during which
the RSU may be exercised; (c) the consideration to be distributed on settlement, and the effect on
each RSU of the Participants Termination. A RSU may be awarded upon satisfaction of such
performance goals based on Performance Factors during any Performance Period as are set out in
advance in the Participants individual RSU Agreement. If the RSU is being earned upon
satisfaction of performance goals, then the Committee will: (x) determine the nature, length and
starting date of any Performance Period for the RSU; (y) select from among the Performance Factors
to be used to measure the performance, if any; and (z) determine the number of Shares deemed
subject to the RSU. Prior to settlement of any RSU earned upon the satisfaction of performance
goals pursuant to a RSU Agreement, the Committee shall determine the extent to which such RSU has
been earned. Performance Periods may overlap and participants may participate simultaneously with
respect to RSUs that are subject to different Performance Periods and different performance goals
and other criteria. The number of Shares may be fixed or may vary in accordance with such
performance goals and criteria as may be determined by the Committee. The Committee may adjust the
7
performance goals applicable to the RSUs to take into account changes in law and accounting and to
make such adjustments as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.
9.3
Form and Timing of Settlement
. The portion of a RSU being settled may be paid
currently or on a deferred basis with such interest or dividend equivalent, if any, as the
Committee determines. To the extent permissible under law, the Committee may also permit a
Participant to defer payment under a RSU to a date or dates after the RSU is earned provided that
the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code and
provided further that payout shall not be deferred beyond March 15 of the year following the year
of vesting unless a deferral election in compliance with Section 409A of the Code has been made.
Payment may be made in the form of cash or whole Shares or a combination thereof, either in a lump
sum payment or in installments, all as the Committee determines.
10. AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.
10.1
Eligibility
. Non-Employee Directors are eligible for options granted pursuant to
this Section 10.
10.2
Initial Grant
. Each Non-Employee Director will automatically be granted an
Option for 67,500 Shares on the date such Non-Employee Director first becomes a member of the
Board. If a Non-Employee Director was previously an employee of the Company and did not receive an
Option pursuant to the immediately preceding sentence, he or she will automatically be granted an
Option for 67,500 Shares on the later of (i) the first regularly scheduled option grant date for
employees after the Non-Employee Director is no longer employed by the Company; or (ii) the first
regularly scheduled option grant date for employees after December 31, 2008. Each Option granted
pursuant to this Section 10.2 shall be called an
Initial Grant
.
10.3
Succeeding Grant
. On each anniversary of an Initial Grant under this Plan (or
under the Companys 1996 Directors Stock Option Plan) each Non-Employee Director who has served
continuously as a member of the Board during that period will automatically be granted an Option
for 22,500 Shares. Each Option granted pursuant to this Section 10.3 shall be called a
Succeeding Grant
.
10.4
Committee Grants
. Each Non-Employee Director who is appointed a new member of
any Board Committee will automatically be granted an initial Option for 7,500 Shares on the date he
or she is appointed to such Board Committee. On each anniversary of that appointment date, if the
Non-Employee Director is a member of such Board Committee and has been in continuous service on
such Board Committee since such grant, the Non-Employee Director will automatically be granted an
Option for 7,500 Shares. Each Option granted pursuant to this Section 10.4 shall be called a
Committee Grant
. If a Non-Employee Director is appointed Chairperson of a Board
Committee, then each Committee Grant made to the Non-Employee Director during the term of his or
her appointment as Chairperson shall be an Option for 10,000 Shares, rather than 7,500 Shares. For
avoidance of doubt, a Non-Employee Director shall be granted Committee Grants pursuant to this
Section 10.4 for each Board Committee on which he or she serves.
10.5
Vesting and Exercisability
(a) Initial Grants shall become exercisable as they vest as to 25% of the Shares upon the
first anniversary of the date such Option is granted and an additional 2.0833% of the shares each
month thereafter and become fully vested on the fourth anniversary of the date of grant, so long as
the Non-Employee Director continuously remains a director or a consultant of the Company.
(b) Succeeding Grants shall become exercisable as they vest as to 50% of the Shares upon the
first anniversary of the date such Option is granted and an additional 4.1666% of the Shares each
month thereafter and become fully vested on the second anniversary of the date of grant, so long as
the Non-Employee Director continuously remains a director or a consultant of the Company.
8
(c) Each Committee Grant shall become exercisable as it vests as to 8.333% of the Shares each
month following the date of grant and become fully vested on the first anniversary of the date of
grant, so long as the Non-Employee Director continuously remains a director or a consultant of the
Company.
(d) Any Option granted to a Non-Employee Director will vest as to 100% of the Shares subject
to such Option, if the Non-Employee Director ceases to be a member of the Board or a consultant of
the Company due to total disability or death. For purposes of this Section 10.5(d), total
disability shall mean: (1) (i) for so long as such definition is used for purposes of the
Companys group life insurance and accidental death and dismemberment plan or group long term
disability plan, that the Non-Employee Director is unable to perform each of the material duties of
any gainful occupation for which the Non-Employee Director is or becomes reasonably fitted by
training, education or experience and which total disability is in fact preventing the Non-Employee
Director from engaging in any employment or occupation for wage or profit or (ii) if such
definition has changed, such other definition of total disability as determined under the
Companys group life insurance and accidental death and dismemberment plan or group long term
disability plan; and (2) the Company shall have received from the Non-Employee Directors primary
physician a certification that the Non-Employee Directors total disability is likely to be
permanent.
(e) In the event of a Corporate Transaction, the vesting of all Options granted to
Non-Employee Directors pursuant to this Section 10 will accelerate and such Options will become
exercisable in full prior to the consummation of such event at such time and on such conditions as
the Committee determines, and if such Options are not exercised on or prior to the consummation of
the corporate transaction, they shall terminate.
10.6
Form of Option Grant
. Each Option granted under this Section 10 shall be a NQSO
and shall be evidenced by a Non-Employee Director Stock Option Grant Agreement in such form as the
Committee shall from time to time approve and which shall comply with and be subject to the terms
and conditions of this Plan.
10.7
Exercise Price.
The Exercise Price of each Option granted under this Section 10
shall be the Fair Market Value of the Share on the date the Option is granted. The Exercise Price
of an outstanding Option may not be reduced without stockholder approval.
10.8
Termination of Option
. Except as provided in Section 10.5(e) or this Section
10.8, each Option granted under this Section 10 shall expire seven (7) years after its date of
grant. The date on which the Non-Employee Director ceases to be a member of the Board or a
consultant of the Company shall be referred to as the
Non-Employee Director Termination
Date
for purposes of this Section 10.8. An Option may be exercised after the Non-Employee
Director Termination Date only as set forth below:
(a)
Termination Generally
. If the Non-Employee Director ceases to be a member of the
Board or consultant of the Company for any reason except death or Disability, then each Option, to
the extent then vested pursuant to Section 10.5 above, then held by such Non-Employee Director may
be exercised by the Non-Employee Director within seven months after the Non-Employee Director
Termination Date, but in no event later than the Expiration Date.
(b)
Death or Disability
. If the Non-Employee Director ceases to be a member of the
Board or consultant of the Company because of his or her death or Disability, then each Option, to
the extent then vested pursuant to Section 10.5 above, then held by such Non-Employee Director may
be exercised by the Non-Employee Director or his or her legal representative within twelve months
after the Non-Employee Director Termination Date, but in no event later than the Expiration Date.
11. PAYMENT FOR SHARE PURCHASES.
11.1
Payment
. Payment for Shares purchased pursuant to the Plan may be made by any of
the following methods (or any combination of such methods) that are described in the applicable
Award Agreement and that are permitted by law:
9
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(a)
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in cash (by check);
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(b)
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in the case of exercise by the Participant, Participants guardian or legal
representative or the authorized legal representative of Participants heirs or
legatees after Participants death, by cancellation of indebtedness of the Company to
the Participant;
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(c)
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by surrender of shares of the Companys Common Stock (including Shares
otherwise issuable pursuant to the applicable Award);
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(d)
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in the case of exercise by the Participant, Participants guardian or legal
representative or the authorized legal representative of Participants heirs or
legatees after Participants death, by waiver of compensation due or accrued to
Participant for services rendered;
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(e)
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by tender of property; or
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(f)
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with respect only to purchases upon exercise of an Option, and provided that a
public market for the Companys stock exists:
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(1)
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through a same day sale commitment from the Participant or
Authorized Transferee and an NASD Dealer meeting the requirements of the
Companys same day sale procedures and in accordance with law; or
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(2)
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through a margin commitment from Participant or Authorized
Transferee and an NASD Dealer meeting the requirements of the Companys
margin procedures and in accordance with law.
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11.2
Issuance of Shares
. Upon payment of the applicable Purchase Price or Exercise
Price (or a commitment for payment from the NASD Dealer designated by the Participant or Authorized
Transferee in the case of an exercise by means of a same-day sale or margin commitment), and
compliance with other conditions and procedures established by the Company for the purchase of
shares, the Company shall issue the Shares registered in the name of Participant or Authorized
Transferee (or in the name of the NASD Dealer designated by the Participant or Authorized
Transferee in the case of an exercise by means of a same-day sale or margin commitment) and
shall deliver certificates representing the Shares (in physical or electronic form, as
appropriate). The Shares may be subject to legends or other restrictions as described in Section
15 of the Plan.
12. WITHHOLDING TAXES.
12.1
Withholding Generally
. Whenever Shares are to be issued in satisfaction of
Awards granted under the Plan, the Company may require the Participant to remit to the Company an
amount sufficient to satisfy federal, state and local withholding tax requirements prior to the
delivery of any certificate(s) for the Shares. If a payment in satisfaction of an Award is to be
made in cash, the payment will be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.
12.2
Stock Withholding
. When, under applicable tax laws, a Participant incurs tax
liability in connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount required to be withheld,
the Committee may, in its sole discretion, allow the Participant to satisfy the minimum withholding
tax obligation by electing to have the Company withhold from the Shares to be issued that number of
whole Shares having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined. All elections by
a Participant to have Shares withheld for this purpose shall be made in accordance with the
requirements established by the Committee and be in writing in a form acceptable to the Committee.
13. PRIVILEGES OF STOCK OWNERSHIP
. No Participant or Authorized Transferee will have any
rights as a stockholder of the Company with respect to any Shares until the Shares are issued to
the Participant or Authorized Transferee. After Shares are issued to the Participant or Authorized
Transferee, the Participant or
10
Authorized Transferee will be a stockholder and have all the rights of a stockholder with respect
to the Shares including the right to vote and receive all dividends or other distributions made or
paid with respect to such Shares; provided, that if the Shares are Restricted Stock, any new,
additional or different securities the Participant or Authorized Transferee may become entitled to
receive with respect to the Shares by virtue of a stock dividend, stock split or any other change
in the corporate or capital structure of the Company will be subject to the same restrictions as
the Restricted Stock; provided further, that the Participant or Authorized Transferee will have no
right to retain such dividends or distributions with respect to Shares that are repurchased at the
Participants original Exercise Price or Purchase Price pursuant to Section 15.
14. TRANSFERABILITY
. No Award and no interest therein, shall be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent
and distribution, and no Award may be made subject to execution, attachment or similar process;
provided, however that with the consent of the Committee a Participant may transfer a NQSO to an
Authorized Transferee. Transfers by the Participant for consideration are prohibited. Without
such permission by the Committee, a NQSO shall like all other Awards under the Plan be exercisable
(a) during a Participants lifetime only by the Participant or the Participants guardian or legal
representative; and (b) after Participants death, by the legal representative of the Participants
heirs or legatees.
15. RESTRICTIONS ON SHARES.
At the discretion of the Committee, the Company may reserve to
itself and/or its assignee(s) in the Award Agreement a right to repurchase all or a portion of a
Participants Shares that are not Vested (as defined in the Award Agreement), following the
Participants Termination, at any time within ninety days after the later of (a) the Participants
Termination Date or (b) the date the Participant purchases Shares under the Plan, for cash or
cancellation of purchase money indebtedness with respect to Shares, at the Participants original
Exercise Price or Purchase Price; provided that upon assignment of the right to repurchase, the
assignee must pay the Company cash equal to the excess of the Fair Market Value of the Shares over
the original Purchase Price.
16. CERTIFICATES.
All certificates for Shares or other securities delivered under the Plan
(whether in physical or electronic form, as appropriate) will be subject to stock transfer orders,
legends and other restrictions that the Committee deems necessary or advisable, including without
limitation restrictions under any applicable federal, state or foreign securities law, or any
rules, regulations and other requirements of the SEC or any stock exchange or automated quotation
system on which the Shares may be listed.
17. ESCROW.
To enforce any restrictions on a Participants Shares, the Committee may require
the Participant to deposit all certificates representing Shares, together with stock powers or
other transfer instruments approved by the Committee, appropriately endorsed in blank, with the
Company or an agent designated by the Company, to hold in escrow until such restrictions have
lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions
to be placed on the certificates.
18. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE
. An Award shall not be effective unless
the Award is in compliance with all applicable state, federal and foreign securities laws, rules
and regulations of any governmental body, and the requirements of any stock exchange or automated
quotation system on which the Shares may then be listed, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding any other
provision in the Plan, the Company shall have no obligation to issue or deliver certificates for
Shares under the Plan prior to (a) obtaining any approvals from governmental agencies that the
Company determines are necessary or advisable, and/or (b) completion of any registration or other
qualification of such shares under any state, federal or foreign law or ruling of any governmental
body that the Company determines to be necessary or advisable. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any state, federal or foreign securities laws, stock
exchange or automated quotation system, and the Company shall have no liability for any inability
or failure to do so.
19. NO OBLIGATION TO EMPLOY
. Nothing in the Plan or any Award granted under the Plan shall
confer or be deemed to confer on any Participant any right to continue in the employ of, or to
continue any other relationship with, the Company or any Parent or Subsidiary or limit in any way
the right of the Company or
11
any Parent or Subsidiary to terminate Participants employment or other relationship at any time,
with or without cause.
20. REPRICING PROHIBITED; EXCHANGE AND BUYOUT OF AWARDS
. The repricing of Options or SARs is
prohibited without prior stockholder approval. The Committee may, at any time or from time to
time, authorize the Company, with prior stockholder approval, in the case of an Option or SAR
exchange, and the consent of the respective Participants, to issue new Awards in exchange for the
surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy
from a Participant an Option previously granted with payment in cash, Shares or other
consideration, based on such terms and conditions as the Committee and the Participant shall agree;
provided, however, that in no event will an Option with an Exercise Price above the Fair Market
Value at the time of such proposed buyout be repurchased.
21. CORPORATE TRANSACTIONS.
21.1
Assumption or Replacement of Awards by Successor
. Except as provided for in
Section 10.5(e), in the event of a Corporate Transaction any or all outstanding Awards may be
assumed or replaced by the successor corporation, which assumption or replacement shall be binding
on all Participants. In the alternative, the successor corporation may substitute equivalent
Awards or provide substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase restrictions no less favorable
to the Participant. In the event such successor corporation, if any, refuses to assume or replace
the Awards, as provided above, pursuant to a Corporate Transaction or if there is no successor
corporation due to a dissolution or liquidation of the Company, such Awards shall immediately vest
as to 100% of the Shares subject thereto at such time and on such conditions as the Board shall
determine and the Awards shall expire at the closing of the transaction or at the time of
dissolution or liquidation.
21.2
Other Treatment of Awards
. Subject to any greater rights granted to Participants
under Section 21.1, in the event of a Corporate Transaction, any outstanding Awards shall be
treated as provided in the applicable agreement or plan of merger, consolidation, dissolution,
liquidation or sale of assets.
21.3
Assumption of Awards by the Company
. The Company, from time to time, also may
substitute or assume outstanding awards granted by another company, whether in connection with an
acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in
substitution of such other companys award, or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award granted under the
Plan. Such substitution or assumption shall be permissible if the holder of the substituted or
assumed award would have been eligible to be granted an Award under the Plan if the other company
had applied the rules of the Plan to such grant. In the event the Company assumes an award granted
by another company, the terms and conditions of such award shall remain unchanged (except that the
exercise price and the number and nature of Shares issuable upon exercise of any such option will
be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects
to grant a new Option rather than assuming an existing option, such new Option may be granted with
a similarly adjusted Exercise Price.
22. ADOPTION AND STOCKHOLDER APPROVAL.
The Plan was initially adopted by the Compensation and
Organizational Development Committee on August 26, 2004. The Plan became effective upon approval
by stockholders of the Company, consistent with applicable laws.
23. TERM OF PLAN.
The Plan will terminate on December 9, 2010.
24. AMENDMENT OR TERMINATION OF PLAN.
The Board may at any time terminate or amend the Plan
in any respect, including without limitation amendment of any form of Award Agreement or instrument
to be executed pursuant to the Plan. Notwithstanding the foregoing, neither the Board nor the
Committee shall, without the approval of the stockholders of the Company, amend the Plan in any
manner that requires such stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange Act or any rule
promulgated thereunder or pursuant to the listing
12
requirements of the national securities market on which the Shares are listed. In addition, no
amendment that is detrimental to a Participant may be made to any outstanding Award without the
consent of the Participant.
25. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN.
Neither the adoption of the Plan by the Board,
the submission of the Plan to the stockholders of the Company for approval, nor any provision of
the Plan shall be construed as creating any limitations on the power of the Board to adopt such
additional compensation arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases. The Plan shall be unfunded.
Neither the Company nor the Board shall be required to segregate any assets that may at any time be
represented by Awards made pursuant to the Plan. Neither the Company, the Committee, nor the Board
shall be deemed to be a trustee of any amounts to be paid under the Plan.
26. DEFINITIONS.
As used in the Plan, the following terms shall have the following meanings:
(a)
Authorized Transferee
means the permissible recipient, as authorized by this
Plan and the Committee, of an NQSO that is transferred during the Participants lifetime by the
Participant by gift or domestic relations order. For purposes of this definition a permissible
recipient is: (i) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law of the Participant, including any such person with such
relationship to the Participant by adoption; (ii) any person (other than a tenant or employee)
sharing the Participants household; (iii) a trust in which the persons in (i) or (ii) have more
than fifty percent of the beneficial interest; (iv) a foundation in which the persons in (i) or
(ii) or the Participant control the management of assets; or (v) any other entity in which the
person in (i) or (ii) or the Participant own more than fifty percent of the voting interest.
(b)
Award
means any award under the Plan, including any Option, Restricted Stock,
Stock Bonus, Stock Appreciation Right or Restricted Stock Unit.
(c)
Award Agreement
means, with respect to each Award, the signed written agreement
between the Company and the Participant setting forth the terms and conditions of the Award.
(d)
Board
means the Board of Directors of the Company.
(e)
Board Committee
means each of the Acquisition Committee, the Audit Committee,
the Compensation and Organizational Development Committee and the Nominating & Governance
Committee.
(f)
Code
means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.
(g)
Committee
means the Compensation and Organizational Development Committee of the
Board or such other committee appointed by the Board to administer the Plan, or if no committee is
appointed, the Board. Each member of the Committee shall be (i) a non-employee director for
purposes of Section 16 and Rule 16b-3 of the Exchange Act, and (ii) an outside director for
purposes of Section 162(m) of the Code, unless the Board has fewer than two such outside directors.
(h)
Company
means Intuit Inc., a corporation organized under the laws of the State
of Delaware, or any successor corporation.
(i)
Corporate Transaction
means (a) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in
which there is no substantial change in the stockholders of the Company and the Awards granted
under the Plan are assumed or replaced by the successor corporation, which assumption shall be
binding on all Participants), (b) a dissolution or liquidation of the Company, (c) the sale of
substantially all of the assets of the Company, (d) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company immediately prior to such merger (other
than any stockholder that merges, or which owns or controls another corporation that merges, with
the Company in such merger) cease to own
13
their shares or other equity interest in the Company; or (e) any other transaction which
qualifies as a corporate transaction under Section 424(a) of the Code wherein the stockholders of
the Company give up all of their equity interest in the Company (except for the acquisition, sale
or transfer of all or substantially all of the outstanding shares of the Company).
(j)
Disability
means a disability within the meaning of Section 22(e)(3) of the
Code, as determined by the Committee.
(k)
Effective Date
means the date stockholders approve the Plan pursuant to Section
22 of the Plan.
(l)
Exchange Act
means the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.
(m)
Executive Officer
means a person who is an executive officer of the Company as
defined in Rule 3b-7 promulgated under the Exchange Act.
(n)
Exercise Price
means the price at which a Participant who holds an Option or SAR
may purchase the Shares issuable upon exercise of the Option or SAR.
(o)
Fair Market Value
means, as of any date, the value of a share of the Companys
Common Stock determined as follows:
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(1)
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if such Common Stock is then quoted on the NASDAQ Global Select
Market, its closing price on the NASDAQ Global Select Market on such date or if
such date is not a trading date, the closing price on the NASDAQ Global Select
Market on the last trading date that precedes such date;
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(2)
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if such Common Stock is publicly traded and is then listed on a
national securities exchange, the last reported sale price on such date or, if
no such reported sale takes place on such date, the average of the closing bid
and asked prices on the principal national securities exchange on which the
Common Stock is listed or admitted to trading;
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(3)
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if such Common Stock is publicly traded but is not quoted on
the NASDAQ Global Select Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on such
date, as reported by The Wall Street Journal, for the over-the-counter market;
or
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(4)
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if none of the foregoing is applicable, by the Board of
Directors in good faith.
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(p)
Insider
means an officer or director of the Company or any other person whose
transactions in the Companys Common Stock are subject to Section 16 of the Exchange Act.
(q)
ISO
means an Incentive Stock Option within the meaning of the Code.
(r)
NASD Dealer
means broker-dealer that is a member of the National Association of
Securities Dealers, Inc.
(s)
NQSO
means a nonqualified stock option that does not qualify as an
ISO.
(t)
Option
means an Award pursuant to Section 5 of the Plan.
(u)
Non-Employee Director
means a member of the Companys Board of Directors who is
not a current employee of the Company or any Parent or Subsidiary.
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(v)
Parent
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if at the time of the granting of an Award under the Plan,
each of such corporations other than the Company owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain.
(w)
Participant
means a person who receives an Award under the Plan.
(x)
Performance Factors
means the factors selected by the Committee from among the
following measures to determine whether the performance goals established by the Committee and
applicable to Awards have been satisfied:
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(1)
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Net revenue and/or net revenue growth;
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(2)
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Earnings before income taxes and amortization and/or earnings
before income taxes and amortization growth;
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(3)
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Operating income and/or operating income growth;
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(4)
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Net income and/or net income growth;
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(5)
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Earnings per share and/or earnings per share growth;
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(6)
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Total stockholder return and/or total stockholder return
growth;
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(7)
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Return on equity;
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(8)
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Operating cash flow return on income;
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(9)
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Adjusted operating cash flow return on income;
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(10)
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Economic value added; and
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(11)
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Individual business objectives.
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(y)
Performance Period
means the period of service determined by the Committee, not
to exceed five years, during which years of service or performance is to be measured for the Award.
(z)
Plan
means this Intuit Inc. 2005 Equity Incentive Plan, as amended from time to
time.
(aa)
Prospectus
means the prospectus relating to the Plan, as amended from time to
time, that is prepared by the Company and delivered or made available to Participants pursuant to
the requirements of the Securities Act.
(bb)
Purchase Price
means the price to be paid for Shares acquired under the Plan,
other than Shares acquired upon exercise of an Option.
(cc)
Restricted Stock Award
means an award of Shares pursuant to Section 6 of the
Plan.
(dd)
Restricted Stock Unit
means an Award granted pursuant to Section 9 of the Plan.
(ee)
RSU Agreement
means an agreement evidencing a Restricted Stock Unit Award
granted pursuant to Section 9 of the Plan.
(ff)
SAR Agreement
means an agreement evidencing a Stock Appreciation Right granted
pursuant to Section 8 of the Plan.
15
(gg)
SEC
means the Securities and Exchange Commission.
(hh)
Securities Act
means the Securities Act of 1933, as amended, and the
regulations promulgated thereunder.
(ii)
Shares
means shares of the Companys Common Stock $0.01 par value, reserved for
issuance under the Plan, as adjusted pursuant to Sections 2 and 21, and any successor security.
(jj)
Stock Appreciation Right
means an Award granted pursuant to Section 8 of the
Plan.
(kk)
Stock Bonus
means an Award granted pursuant to Section 7 of the Plan.
(ll)
Stock Option Agreement
means the agreement which evidences a Stock Option,
granted pursuant to Section 5 of the Plan.
(mm)
Subsidiary
means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if, at the time of granting of the Award, each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in
such chain.
(nn)
Ten Percent Stockholder
means any person who directly or by attribution owns
more than ten percent of the total combined voting power of all classes of stock of the Company or
any Parent or Subsidiary.
(oo)
Termination
or
Terminated
means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services as an employee,
director, consultant, independent contractor or adviser, to the Company or a Parent or Subsidiary;
provided that a Participant shall not be deemed to be Terminated if the Participant is on a leave
of absence approved by the Committee or by an officer of the Company designated by the Committee;
and provided further, that during any approved leave of absence, vesting of Awards shall be
suspended or continue in accordance with guidelines established from time to time by the Committee.
Subject to the foregoing, the Committee shall have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the Participant ceased
to provide services (the
Termination Date
).
16