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Exhibit 4.03
NOTICE OF OPTION ASSUMPTION AGREEMENT
TO:
FROM: Intuit, Inc.
DATE: December __, 1999
This Notice of Option Assumption Agreement describes the terms of the assumption
by Intuit Inc. ("INTUIT") of an option granted to you by Rock Financial
Corporation ("ROCK") and the conversion of that option into an option to
purchase shares of Intuit Common Stock. Please staple this Agreement to the
Stock Option Agreement that documents the option granted to you under the
Amended and Restated Rock Financial Corporation 1996 Stock Option Plan on the
Date of Grant set forth on the attached Share and Exercise Price Summary (your
"ROCK OPTION"). No other documentation detailing the terms of your Rock Option
or its assumption by Intuit will be issued to you.
On December 8, 1999, Rock became a wholly owned subsidiary of Intuit. As
a result of this transaction, your Rock Option was assumed by Intuit and
converted into an option to purchase shares of Intuit Common Stock (the "INTUIT
OPTION").
The attached Share and Exercise Price Summary shows, as of December 8,
1999, the number of shares of Intuit Common Stock subject to your Intuit Option
and the exercise price per share of Intuit Common Stock you must pay to exercise
your Intuit Option.
The number of shares of Intuit Common Stock subject to your Intuit
Option and the exercise price per share of your Intuit Option were calculated
based on a conversion ratio that took into account the relative values of Intuit
Common Stock and Rock Common Stock. This conversion ratio and the calculation of
the number of shares and exercise price of your Intuit Option are detailed on
the attached Share and Exercise Price Summary. The other terms and conditions of
your Rock Option remain unchanged.
Intuit has filed a Form S-8 Registration Statement covering the assumed
options and the underlying shares with the United States Securities and Exchange
Commission. In connection with this Registration Statement, a prospectus
describing the material terms of the assumed options has been prepared. A copy
of this prospectus accompanies this memorandum. As discussed in the prospectus,
you should consult your individual tax advisor before you exercise your Intuit
Option so that you understand the tax effects of your option exercise and the
sale or transfer of your shares.
If you have any questions about your Intuit Option, please contact
Intuit's stock option administrator, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, at (▇▇▇) ▇▇▇-▇▇▇▇, or via
email at ▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. By signing below you consent to the terms
of the assumption and conversion of your Rock Option by Intuit into an Intuit
Option and 99iyou agree that you have no further option or right to Rock shares.
Intuit Inc.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
Acknowledged, accepted and agreed:
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[optionee]
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SHARE AND EXERCISE PRICE SUMMARY
Name of Optionee: __________________________________
Address: __________________________________
Social Security #: __________________________________
Date of Grant of your
Rock Option: __________________________________
Number of Rock Shares
Subject to your
Rock Option: __________________________________
Multiplied By Conversion Ratio: [INSERT CONVERSION RATIO]
Number of Intuit Shares
Subject to your
Intuit Option: __________________________________
Exercise Price per Share of your
Rock Option: __________________________________
Divided By Conversion Ratio: [INSERT CONVERSION RATIO]
Exercise Price per Share of your
Intuit Option: __________________________________