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EXHIBIT 4.01
INTUIT INC.
STOCK OPTION GRANT
Optionee: ________________________________
Address: ________________________________
________________________________
Social Security Number: ________________________________
Total Shares Subject to Option: [IF THIS GRANT REPLACES AN OPTION GRANTED
UNDER THE 1993 EQUITY INCENTIVE PLAN WHICH
HAS ALREADY BEEN PARTIALLY EXERCISED, INSERT
THE NUMBER OF REMAINING UNEXERCISED SHARES
ON THIS LINE.]
Exercise Price Per Share: ________________________________
Date of Grant: ________________________________
Expiration Date: ________________________________
1. Grant of Option. Intuit Inc., a Delaware corporation (the
"Company"), has granted to Optionee an option (this "Option") to purchase the
total number of shares of Common Stock, $0.01 par value, of the Company set
forth above in Total Shares Subject to Option (the "Shares") at the Exercise
Price Per Share set forth above (the "Exercise Price"), subject to all of the
terms and conditions of this Stock Option Grant (this "Grant"). This Option is a
nonqualified stock option and is not intended to qualify under Section 422 of
the Internal Revenue Code of 1986 (the "Code"). Capitalized terms are defined
textually or in Section 17 of this Grant.
[CATEGORY #1: REPLACEMENT OF 1993 EQUITY INCENTIVE PLAN STOCK OPTION
THAT WAS 100% VESTED AND EXERCISABLE AS OF JANUARY 22, 1997. (1993 PLAN
OPTIONS THAT WERE NEVER EXERCISED AND 1993 PLAN OPTIONS THAT WERE
PARTIALLY EXERCISED PRIOR TO JANUARY 22, 1997 MAY FALL INTO THIS
CATEGORY.) NO REPRICED OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option is fully vested and may be
exercised in full as of the Date of Grant.
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[CATEGORY #2: REPLACEMENT OF 1993 PLAN STOCK OPTION THAT HAS NOT YET
VESTED OR HAS NOT YET FULLY VESTED AND THAT HAS NOT YET BEEN EXERCISED.
NO REPRICED OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. So long as Optionee continually provides services to the Company or any
Subsidiary, Parent or Affiliate of the Company through the specified period,
this Option shall vest as to portions of the Shares as follows: [ALTERNATIVE #1
-- 4 YEAR VESTING SCHEDULE - 1 YEAR CLIFF THEN MONTHLY VESTING: This Option
shall be vested as to twenty-five percent (25%) of the Shares on ____________
and thereafter this Option shall vest as to 2.0833 percent of the Shares per
month until this Option is exercisable with respect to one hundred percent
(100%) of the Shares.] [ALTERNATIVE #2 -- 2 YEAR VESTING SCHEDULE - 50% PER
YEAR: This Option shall be vested as to fifty percent (50%) of the Shares on
__________________ (the "First Vesting Date") and thereafter on the first
anniversary of the First Vesting Date, this Option shall vest as to the
remaining fifty percent (50%) of the Shares.]
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #3: REPLACEMENT OF REPRICED 1993 PLAN STOCK OPTION THAT HAS
NOT YET FULLY VESTED, BUT WHICH HAS BEEN PARTIALLY EXERCISED.]
2. Exercise Period of Option. This Option may not be exercised until
September 17, 1997 at which time the Optionee may exercise this Option to the
extent that it has vested in accordance with the vesting schedule set forth in
Section 2.1 below. Notwithstanding the foregoing, if one of the following events
occurs prior to September 17, 1997, this Option may be exercised on the date of
such event to the extent that it has vested in accordance with the vesting
schedule set forth in Section 2.1 below: (i) the Optionee's employment with the
Acquiror terminates due to a reduction in force; (ii) the Optionee's employment
is transferred to Intuit prior to or after the acquisition of Intuit Services
Corporation and thereafter the Optionee is terminated by Intuit due to a
reduction in force; (iii) the Optionee dies or becomes Disabled; or (iv) one of
the corporate transactions described in Section 13.1 of this Grant occurs.
2.1 Vesting Schedule. So long as Optionee continually provides
services to the Company or any Subsidiary, Parent or Affiliate of the Company
through the specified period, this Option shall vest as to portions of the
Shares as follows: [ALTERNATIVE #1 -- 4 YEAR VESTING SCHEDULE - 1 YEAR CLIFF
THEN MONTHLY VESTING: This Option shall be vested as to twenty-five percent
(25%) of the Shares on __________________ and thereafter this Option shall vest
as to 2.0833 percent of the Shares per month until this Option is exercisable
with respect to one hundred percent (100%) of the Shares.] [ALTERNATIVE #2 -- 2
YEAR VESTING SCHEDULE - 50% PER
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YEAR: This Option shall be vested as to fifty percent (50%) of the Shares on
__________________ (the "First Vesting Date") and thereafter on the first
anniversary of the First Vesting Date, this Option shall vest as to the
remaining fifty percent (50%) of the Shares.]
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #4: REPLACEMENT OF 1993 PLAN STOCK OPTION THAT HAS NOT YET
FULLY VESTED, BUT WHICH HAS BEEN PARTIALLY EXERCISED. NO REPRICED
OPTION MAY BE IN THIS CATEGORY.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. This Option is vested as to [NUMBER OF VESTED SHARES ON THE DATE OF
GRANT] Shares as of the Date of Grant. So long as Optionee continually provides
services to the Company or any Subsidiary, Parent or Affiliate of the Company
through the specified period, the remaining [NUMBER OF UNVESTED SHARES ON THE
DATE OF GRANT] Shares shall vest as to [PERCENT OF THE TOTAL SHARES SUBJECT TO
OPTION THAT VEST ON EACH MONTHLY VEST DATE] of the Total Shares Subject to
Option on the [DAY OF THE MONTH ON WHICH THE OPTION VESTS EACH MONTH] day of
each month following the Date of Grant until this Option is exercisable with
respect to one hundred percent (100%) of the Shares.
Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
[CATEGORY #5: NON-PLAN OPTION GRANTED BY COMPENSATION COMMITTEE ON
JANUARY 20, 1997.]
2. Exercise Period of Option. This Option shall be exercisable as it
vests. So long as Optionee continually provides services to the Company or any
Subsidiary, Parent or Affiliate of the Company through the specified period,
this Option shall vest as to portions of the Shares as follows: This Option
shall be vested as to twenty-five percent (25%) of the Shares on
__________________ and thereafter this Option shall vest as to 2.0833 percent of
the Shares per month until this Option is exercisable with respect to one
hundred percent (100%) of the Shares.
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Stock Option Grant
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Notwithstanding the foregoing, in the event of a sale of
Intuit Services Corporation to another entity (the "Acquiror"), this Option
shall continue to vest until the earlier of (i) the date the Optionee terminates
employment with Acquiror and (ii) the first anniversary of the sale of Intuit
Services Corporation to the Acquiror.
This Option will stop vesting on the date of Optionee's
Termination and may only be exercised thereafter in accordance with Section 4
below.
3. Compliance with Laws and Regulations. This Option may not be
exercised unless such exercise is in compliance with all applicable federal and
state securities laws as they are in effect on the date of exercise and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed on the date of exercise. The issuance and
transfer of the Shares issuable upon exercise of this Option shall be subject to
compliance by the Company and the Optionee with all applicable federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of the issuance or
transfer. Optionee understands that the Company is under no obligation to
register, qualify or list the Shares with the Securities and Exchange Commission
(the "SEC"), any state securities commission or any stock exchange or national
market system to effect such compliance and the Company shall have no liability
for any inability or failure to do so. This Option may not be exercised as to
fewer than 100 shares unless it is exercised as to all shares as to which this
Option is then exercisable.
4. Termination. This Option shall expire and may not be exercised on or
after the Expiration Date. If Optionee is Terminated prior to the Expiration
Date, this Option may be exercised only as set forth below in Sections 4.1 or
4.2.
4.1 Termination for Any Reason Except Death or Disability. If
Optionee is Terminated for any reason except death or Disability, this Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the date of Termination, may be exercised by Optionee no later than
ninety (90) days after the date of Termination, but in any event no later than
the Expiration Date.
4.2 Termination Because of Death or Disability. If Optionee is
Terminated because of death or Disability of Optionee, this Option, to the
extent that it is exercisable by Optionee on the date of Termination, may be
exercised by Optionee (or Optionee's legal representative) no later than twelve
(12) months after the date of Termination, but in any event no later than the
Expiration Date.
5. No Right to Employment. Nothing in this Grant shall confer on
Optionee any right to continue in the employ of, or other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or the Acquiror or
limit in any way the right of the Company or any Parent, Subsidiary or Affiliate
of the Company or the Acquiror to terminate Optionee's employment or other
relationship at any time, with or without cause.
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6. Manner of Exercise.
6.1 Stock Option Exercise Agreement. To exercise this Option,
Optionee (or in the case of exercise after Optionee's death, Optionee's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "Exercise Agreement"), which shall set forth, among other
things, Optionee's election to exercise this Option, the number of Shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Optionee's investment intent and access to
information as may be required by the Company to comply with applicable
securities laws. If someone other than Optionee exercises this Option, then such
person must submit documentation reasonably acceptable to the Company that such
person has the right to exercise this Option.
6.2 Payment. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where permitted by law:
(a) provided that a public market for the Company's stock
exists, (1) through a "same day sale" commitment from Optionee and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Optionee irrevocably elects to exercise this Option
and to sell a portion of the Shares so purchased to pay for the exercise price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company, or (2) through a "margin"
commitment from Optionee and an NASD Dealer whereby Optionee irrevocably elects
to exercise this Option and to pledge the Shares so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt
of such Shares to forward the exercise price directly to the Company; or
(b) by any combination of the foregoing.
6.3 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Optionee must pay or make adequate provision for any
applicable federal or state withholding obligations of the Company. If the
Committee permits, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Optionee by
deducting the Shares retained from the Shares issuable upon exercise.
6.4 Issuance of Shares. Provided that the Exercise Agreement
and payment are in form and substance satisfactory to counsel for the Company,
the Company shall cause the Shares to be issued in the name of Optionee,
Optionee's legal representative or Optionee's assignee and shall cause to be
delivered certificates representing the Shares with the appropriate legends
affixed thereto.
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7. Nontransferability of Option. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, successors and
assigns of Optionee.
8. Tax Consequences. Set forth below is a brief summary as of the Date
of Grant of some of the federal tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
8.1 Exercise of Nonqualified Stock Option. There may be a
regular federal income tax liability upon the exercise of this Option. Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the exercise price. The Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise.
8.2 Disposition of Shares. If Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of this Option, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes.
9. Privileges of Stock Ownership. Optionee shall not have any of the
rights of a stockholder with respect to any Shares subject to this Option until
the Optionee exercises this Option and pays the Exercise Price. After Shares are
issued to the Optionee, the Optionee shall be a stockholder and have all the
rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to
such Shares.
10. Interpretation. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Committee for review.
The resolution of such a dispute by the Committee shall be final and binding on
the Company and Optionee.
11. Modification, Extension and Renewal. The Committee shall have the
power to modify, extend or renew this Option and to authorize the grant of a new
option in substitution therefor, provided that any such action may not, without
the written consent of the Optionee, impair any rights under this Option. The
Committee may reduce the Exercise Price of this Option without the consent of
the Optionee affected by a written notice to the Optionee; provided, however,
that the Exercise Price may not be reduced below the par value of the Shares.
12. Adjustment of Option Shares. In the event that the number of
outstanding shares of Common Stock of the Company is changed by a stock
dividend, stock split, reverse stock split, recapitalization, subdivision,
combination, reclassification or similar change in the capital
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structure of the Company without consideration, the number of Shares subject to
this Option and the Exercise Price shall be proportionately adjusted, subject to
any required action by the Board or stockholders of the Company and compliance
with applicable securities laws; provided, however, that fractions of a Share
shall not be issued but shall either be paid in cash at Fair Market Value or
shall be rounded down to the nearest Share, as determined by the Committee; and
provided further that the Exercise Price of this Option may not be decreased to
below the par value of the Shares.
13. Corporate Transactions.
13.1 Assumption or Replacement of Options by Successor. In the
event of (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 this Option is assumed or replaced by the successor corporation,
which assumption shall be binding on this Optionee), (b) a dissolution or
liquidation of the Company, (c) the sale of substantially all of the assets of
the Company, or (d) 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), this Option may be assumed or replaced by the successor
corporation, which assumption or replacement shall be binding on the Optionee.
In the alternative, the successor corporation may substitute an equivalent
option or provide substantially similar consideration to Optionee as was
provided to stockholders (after taking into account the existing provisions of
this Option). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Optionee, substantially similar shares or
other property subject to repurchase restrictions no less favorable to the
Optionee. In the event such successor corporation, if any, refuses to assume or
substitute this Option, as provided above, pursuant to a transaction described
in this Section 13.1, this Option shall expire on such transaction at such time
and on such conditions as the Board shall determine.
13.2 Other Treatment of Options. Subject to any greater rights
granted to the Optionee under the foregoing provisions of this Section 13, in
the event of the occurrence of any transaction described in Section 13.1, this
Option shall be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."
14. Entire Agreement. This Grant and the Exercise Agreement constitute
the entire agreement of the parties hereto and supersede all prior undertaking
and agreements with respect to the subject matter hereof, and are governed by
California law except for that body of law pertaining to choice of law or
conflict of law.
15. Notices. Any notice required to be given or delivered to the
Company under the terms of this Grant shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall
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be in writing and addressed to Optionee at the address indicated above or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
personal delivery; three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); one (1) business day
after deposit with any return receipt express courier (prepaid); or one (1)
business day after transmission by facsimile.
16. Successors and Assigns. The Company may assign any of its rights
under this Grant. This Grant shall be binding and inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, this Grant shall be binding upon Optionee and Optionee's
heirs, executors, administrators, legal representatives, successors and assigns.
17. Certain Definitions. As used in this Grant, the following terms
shall have the following meanings:
(a) "Affiliate" means any corporation that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, another corporation, where "control" (including
the terms "controlled by" and "under common control with") means the possession,
direct or indirect, of the power to cause the direction of the management and
policies of the corporation, whether through the ownership of voting securities,
by contract or otherwise.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the committee appointed by the Board to
administer this Option, or if no committee is appointed, the Board.
(d) "Disability" or "Disabled" means a disability within the
meaning of Section 22(e)(3) of the Code, as determined by the Committee.
(e) "Fair Market Value" means, as of any date, the value of a
share of the Company's Common Stock determined as follows:
(i) if such Common Stock is then quoted on the
Nasdaq National Market, its last reported
sale price on the Nasdaq National Market or,
if no such reported sale takes place on such
date, the average of the closing bid and
asked prices;
(ii) if such Common Stock is publicly traded and
is then listed on a national securities
exchange, the last reported sale price 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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(iii) if such Common Stock is publicly traded but
is not quoted on the Nasdaq National 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
(iv) if none of the foregoing is applicable, by
the Board in good faith.
(f) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if 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.
(g) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if 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.
(h) "Termination" or Terminated" means, for purposes of the
Grant with respect to Optionee, that the Optionee has ceased to provide services
as an employee, director, consultant, independent contractor or advisor, to the
Company or a Parent, Subsidiary or Affiliate of the Company, except in the case
of sick leave, military leave, or any other leave of absence approved by the
Committee; provided, that such leave is for a period of not more than ninety
(90) days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether the Optionee has ceased to provide services and the effective date on
which the Optionee ceased to provide services. Notwithstanding the foregoing, in
the event of a sale of Intuit Services Corporation to another entity (the
"Acquiror"), the Optionee shall not be deemed to have Terminated until the
earlier of (i) the date the Optionee terminates employment with the Acquiror and
(ii) the first anniversary of the acquisition of Intuit Services Corporation by
the Acquiror.
18. Acceptance. Optionee hereby acknowledges receipt of a copy of this
Grant. Optionee has read and understands the terms and provisions hereof, and
accepts this Option subject to all the terms and conditions of this Grant.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of this Option or disposition of the Shares and that Optionee should consult a
tax adviser prior to such exercise or disposition.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Optionee has
executed this Grant in duplicate as of the Date of Grant.
INTUIT INC.
By:_________________________________
Name:_______________________________
Title:______________________________
OPTIONEE
____________________________________
(Signature)