INTUIT INC
EXHIBIT 10.05
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<DESCRIPTION>EXHIBIT 10.05
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<P align="right" style="font-size: 10pt"><B>Exhibit 10.05</B>


<P align="center" style="font-size: 10pt"><B>INTUIT INC.</B>



<P align="center" style="font-size: 10pt"><B>2005 EQUITY INCENTIVE PLAN</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.&nbsp;PURPOSE</B>. 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 Company&#146;s 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&nbsp;26.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.&nbsp;SHARES SUBJECT TO THE PLAN.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1 Number of Shares Available. Subject to Sections&nbsp;2.2 and 21, 6,500,000
Shares are available for grant and issuance under the Plan. Shares that are
subject to: (a)&nbsp;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)&nbsp;an Award granted under this Plan but are forfeited
or are repurchased by the Company at the original issue price; or (c)&nbsp;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. No more than 2,000,000 Shares may be made subject to Awards having an
Exercise Price or Purchase Price per Share that is less than Fair Market Value
on the date of grant. In order that ISOs may be granted under this Plan, no
more than 6,500,000 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 or similar change in the capital
structure of the Company, without consideration, then (a)&nbsp;the number of Shares
reserved for issuance under the Plan set forth in Section&nbsp;2.1, (b)&nbsp;the Exercise
Prices of and number of Shares subject to outstanding Options and SARs, (c)&nbsp;the
number of Shares subject to other outstanding Awards, (d)&nbsp;the 6,500,000 maximum
number of shares that may be issued as ISOs set forth in Section&nbsp;2.1; (e)&nbsp;the
2,000,000 and 3,000,000 maximum number of shares that may be issued to an
individual in any one calendar year set forth in Section&nbsp;3; (f)&nbsp;the 2,000,000
Share limit on the aggregate number of Shares that may be made subject to
Awards having an Exercise Price or Purchase Price per Share that is less than
Fair Market Value on the date of grant; and (g)&nbsp;the number of Shares that are
granted as Options to Non-Employee Directors as set forth in Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.&nbsp;ELIGIBILITY</B>. 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), 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 2,000,000 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 3,000,000 Shares issuable under Awards granted in the calendar year
in which they commence their employment.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.&nbsp;ADMINISTRATION.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>construe and interpret the Plan, any Award Agreement and any
other agreement or document executed pursuant to the Plan;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prescribe, amend and rescind rules and regulations relating
to the Plan or any Award, including determining the 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, and that are not inconsistent with
the Plan or with any resolutions of the Committee relating to the
Plan;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>select persons to receive Awards; provided that the Committee
may delegate to one or more Executive Officers (who would also be
considered &#147;officers&#148; under Delaware law) the authority to grant an
Award under the Plan to Participants who are not Insiders;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determine the terms of Awards;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determine the number of Shares or other consideration subject
to Awards;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>grant waivers of Plan or Award conditions;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(h)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determine the vesting, exercisability, transferability, and payment
of Awards;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award or any Award Agreement;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(j)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>determine whether an Award has been earned;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(k)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>amend the Plan; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(l)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make all other determinations necessary or advisable for the
administration of the Plan.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2 Committee Interpretation and Discretion. Except for automatic grants
to Non-Employee Directors pursuant to Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.&nbsp;OPTIONS</B>. The Committee may grant Options to eligible persons and will
determine (a)&nbsp;whether the Options will be ISOs or NQSOs; (b)&nbsp;the number of
Shares subject to the Option, (c)&nbsp;the Exercise Price of the


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<P align="left" style="font-size: 10pt">Option, (d)&nbsp;the period during which the Option may be exercised, and (e)&nbsp;all
other terms and conditions of the Option, subject to the provisions of this
Section&nbsp;5 and the Plan. Options granted to Non-Employee Directors pursuant to
Section&nbsp;10 hereof shall be governed by that Section.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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&nbsp;4.1(b)) has from time to time
approved, and will comply with and be subject to the terms and conditions of
the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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 &#147;Expiration Date&#148;); 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 2,000,000 Share
limit of Section&nbsp;2.1 hereof on the aggregate number of Shares that may be made
subject to Awards having an Exercise Price or Purchase Price per Share that is
less than Fair Market value on the date of grant, may be less than Fair Market
Value (but not less than the par value of the Shares); provided that (i)&nbsp;the
Exercise Price of an ISO will not be less than the Fair Market Value of the
Shares on the date of grant and (ii)&nbsp;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. Payment for the Shares purchased must be made
in accordance with Section&nbsp;11 of the Plan and the Stock Option Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.5 Procedures for Exercise. A Participant or Authorized Transferee may
exercise Options by following the procedures established by the Company&#146;s 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 Company&#146;s electronic mail system.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.6 Termination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Vesting. Any Option granted to a Participant will cease to vest on the
Participant&#146;s Termination Date, if the Participant is Terminated for any reason
other than &#147;total disability&#148; (as defined in this Section&nbsp;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 &#147;total disability&#148; or death. For purposes of
this Section&nbsp;5.6(a), &#147;total disability&#148; shall mean: (i) (A)&nbsp;for so long as such
definition is used for purposes of the Company&#146;s 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


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<P align="left" style="font-size: 10pt">employment or occupation for wage or profit; or, (B)&nbsp;if such definition has
changed, such other definition of &#147;total disability&#148; as determined under the
Company&#146;s group life insurance and accidental death and dismemberment plan or
group long term disability plan; and (ii)&nbsp;the Company shall have received from
the Participant&#146;s primary physician a certification that the Participant&#146;s
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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Post-Termination Exercise Period. Following a Participant&#146;s
Termination, the Participant&#146;s Option may be exercised to the extent vested as
set forth in Section&nbsp;5.6(a):


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;no later than 90&nbsp;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
Participant&#146;s Stock Option Agreement; provided that no Option may be exercised
after the Expiration Date of the Option; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;no later than (A)&nbsp;twelve months after the Termination Date in the
case of Termination due to Disability or (B)&nbsp;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 Participant&#146;s Stock
Option Agreement; provided that no Option may be exercised after the Expiration
Date of the Option.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Code&#146;s amendment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;the date two
years after the Date of Grant, and (b)&nbsp;the date one year after the exercise of
the ISO (in either case, a &#147;Disqualifying Disposition&#148;), the Company may
require the Participant to immediately notify the Company in writing of such
Disqualifying Disposition.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Participant&#146;s 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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


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<P align="left" style="font-size: 10pt">exercised, so as to disqualify the Plan under Section&nbsp;422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section&nbsp;422 of the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.&nbsp;RESTRICTED STOCK AWARDS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3 Purchase Price. The Purchase Price for a Restricted Stock Award will
be determined by the Committee and, subject to the 2,000,000 Share limit of
Section&nbsp;2.1 hereof on the aggregate number of Shares that may be made subject
to Awards having an Exercise Price or Purchase Price per Share that is less
than Fair Market Value on the date of grant, 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&nbsp;11 of the Plan and the Restricted Stock Purchase
Agreement, and in accordance with any procedures established by the Company&#146;s
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 Company&#146;s electronic mail system.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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
Participant&#146;s Restricted Stock Purchase Agreement. Prior to the grant of a
Restricted Stock Award, the Committee shall: (a)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Termination in accordance with the Restricted Stock Purchase Agreement,
unless the Committee will determine otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.&nbsp;STOCK BONUS AWARDS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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. Stock Bonus Awards shall be subject to the 2,000,000 share


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<P align="left" style="font-size: 10pt">limit of Section&nbsp;2.1 hereof on the aggregate number of Shares that may be made
subject to Awards having an Exercise Price or Purchase Price per Share that is
less than the Fair Market Value on the date of grant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Participant&#146;s Stock Bonus Agreement. If the Stock
Bonus Award is to be earned upon the satisfaction of performance goals, the
Committee shall: (a)&nbsp;determine the nature, length and starting date of any
Performance Period for the Stock Bonus Award; (b)&nbsp;select from among the
Performance Factors to be used to measure performance goals; and (c)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4 Termination of Participant . In the event of a Participant&#146;s
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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.&nbsp;STOCK APPRECIATION RIGHTS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1 Awards of SARs. A Stock Appreciation Right (&#147;SAR&#148;) 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 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&nbsp;4.1(b)) has from time to time
approved, and will comply with and be subject to the terms and conditions of
this Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2 Terms of SARs. The Committee will determine the terms of a SAR
including, without limitation: (a)&nbsp;the number of Shares deemed subject to the
SAR; (b)&nbsp;the Exercise Price and the time or times during which the SAR may be
settled; (c)&nbsp;the consideration to be distributed on settlement of the SAR; and
(d)&nbsp;the effect on each SAR of the Participant&#146;s Termination. The Exercise
Price of the SAR will be determined by the Committee when the SAR is granted
and, subject to the 2,000,000 Share limit of Section&nbsp;2.1 hereof on the
aggregate number of Shares that may be made subject to Awards having an
Exercise Price or Purchase Price per Share that is less than Fair Market value
on the date of grant, may be less than Fair Market Value (but not less than the
par value of the Shares. 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 Participant&#146;s individual SAR Agreement. If the
SAR is being earned upon the satisfaction of performance goals, then the
Committee will: (x)&nbsp;determine the nature, length


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<P align="left" style="font-size: 10pt">and starting date of any Performance Period for each SAR; and (y)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 &#147;Expiration Date&#148;);
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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.4 Form and Timing of Settlement. The portion of a SAR being settled may
be paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee determines. 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, as the Committee determines.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.&nbsp;RESTRICTED STOCK UNITS</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1 Awards of Restricted Stock Units. A Restricted Stock Unit (&#147;RSU&#148;) 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&nbsp;4.1(b)) has from time to time
approved, and will comply with and be subject to the terms and conditions of
the Plan. RSUs are subject to the 2,000,000 share limit of Section&nbsp;2.1 hereof
on the aggregate number of Shares that may be made subject to Awards having an
Exercise Price or Purchase Price per Share that is less than the Fair Market
Value on the date of grant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2 Terms of RSUs. The Committee will determine the terms of a RSU
including, without limitation: (a)&nbsp;the number of Shares deemed subject to the
RSU; (b)&nbsp;the time or times during which the RSU may be exercised; (c)&nbsp;the
consideration to be distributed on settlement, and the effect on each RSU of
the Participant&#146;s 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 Participant&#146;s individual RSU Agreement. If the
RSU is being earned upon satisfaction of performance goals, then the Committee
will: (x)&nbsp;determine the nature, length and starting date of any Performance
Period for the RSU; (y)&nbsp;select from among the Performance Factors to be used to
measure the performance, if any; and (z)&nbsp;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 SAR 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 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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


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<P align="left" style="font-size: 10pt">date or dates after the RSU is earned. 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>10.&nbsp;AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1 Eligibility. Non-Employee Directors are eligible for options granted
pursuant to this Section&nbsp;11.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2 Initial Grant. Each Non-Employee Director who first becomes a member
of the Board on or after the Effective Date will automatically be granted an
option for 45,000 Shares on the date such Non-Employee Director first becomes a
member of the Board. Each Non-Employee Director who became a member of the
Board prior to the Effective Date and who did not receive a prior option grant
in connection with his or her appointment from the Company, will receive an
Initial Grant on the Effective Date. Each Option granted pursuant to this
Section&nbsp;10.2 shall be called an &#147;Initial Grant&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.3 Succeeding Grant. On each anniversary of an Initial Grant under this
Plan (or under the Company&#146;s 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 15,000 Shares;
provided that, each Non-Employee Director who became a member of the Board
prior to the Effective Date that did not receive a 15,000 share option grant
pursuant to Section&nbsp;6.3 of the Company&#146;s 1996 Directors Stock Option Plan in
calendar year 2004, will receive a 2004 Succeeding Grant on the Effective Date.
Each Option granted pursuant to this Section&nbsp;10.3 shall be called a
&#147;Succeeding Grant&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.4 Audit Committee Grants. Each Non-Employee Director who is appointed
a new member to the Audit Committee on or after the Effective Date, will
automatically be granted an Option for 5,000 Shares on the day he or she is
appointed. On each anniversary of a Non-Employee Directors first grant (a)
pursuant to this Section&nbsp;10.4 or (b)&nbsp;pursuant to 6.4 of the Company&#146;s 1996
Directors Stock Option Plan, on which the Non-Employee Director is a member of
the Audit Committee, the Non-Employee Director will automatically be granted an
Option for 5,000 Shares. Each Option granted pursuant to this Section&nbsp;10.4
shall be called an &#147;Audit Committee Grant&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.5 Compensation and Organizational Development Committee Grants. Each
Non-Employee Director who is appointed a new member to the Compensation and
Organizational Development Committee on or after the Effective Date, will
automatically be granted an Option for 5,000 Shares on the day he or she is
appointed. On each anniversary of a Non-Employee Directors first grant (a)
pursuant to this Section&nbsp;10.5 or (b)&nbsp;pursuant to 6.5 of the Company&#146;s 1996
Directors Stock Option Plan, on which the Non-Employee Director is a member of
the Compensation and Organizational Development Committee, the Non-Employee
Director will automatically be granted an Option for 5,000 Shares. Each Option
granted pursuant to this Section&nbsp;10.5 shall be called a &#147;Compensation Committee
Grant&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.6 Nominating &#038; Governance Committee Grants. Each Non-Employee Director
who is appointed a new member to the Nominating &#038; Governance Committee on or
after the Effective Date, will automatically be granted an Option for 5,000
Shares on the day he or she is appointed. On each anniversary of a
Non-Employee Directors first grant (a)&nbsp;pursuant to this Section&nbsp;10.6 or (b)
pursuant to 6.6 of the Company&#146;s 1996 Directors Stock Option Plan, on which the
Non-Employee Director is a member of the Nominating &#038; Governance Committee, the
Non-Employee Director will automatically be granted an Option for 5,000 Shares.
Each Option granted pursuant to this Section&nbsp;10.6 shall be called a
&#147;Nominating &#038; Governance Committee Grant&#148;.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.7 Vesting and Exercisability


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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.



<P align="center" style="font-size: 10pt">8
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Each Audit Committee Grant, Compensation and Organizational
Development Committee Grant and Nominating &#038; Governance Committee Grant shall
become exercisable as they vest 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;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 &#147;total disability&#148; or
death. For purposes of this Section&nbsp;10.7(d), &#147;total disability&#148; shall mean:
(1) (i)&nbsp;for so long as such definition is used for purposes of the Company&#146;s
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)&nbsp;if such
definition has changed, such other definition of &#147;total disability&#148; as
determined under the Company&#146;s group life insurance and accidental death and
dismemberment plan or group long term disability plan; and (2)&nbsp;the Company
shall have received from the Non-Employee Director&#146;s primary physician a
certification that the Non-Employee Director&#146;s total disability is likely to be
permanent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;In the event of a Corporate Transaction, the vesting of all Options
granted to Non-Employee Directors pursuant to this Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.8 Form of Option Grant. Each Option granted under this Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.9 Exercise Price. Each Option granted under this Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.10 Termination of Option. Except as provided in Section&nbsp;10.7(e) or
this Section&nbsp;10.10, each Option granted under this Section&nbsp;10 shall expire
seven (7)&nbsp;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 &#147;Non-Employee Director Termination Date&#148; for
purposes of this Section&nbsp;10.10. An Option may be exercised after the
Non-Employee Director Termination Date only as set forth below:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;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
10.7 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;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
10.7 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.


<P align="center" style="font-size: 10pt">9
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>11.&nbsp;PAYMENT FOR SHARE PURCHASES.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in cash (by check);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the case of exercise by the Participant, Participant&#146;s
guardian or legal representative or the authorized legal
representative of Participants&#146; heirs or legatees after
Participant&#146;s death, by cancellation of indebtedness of the Company
to the Participant;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by surrender of shares of the Company&#146;s Common Stock that
either: (1)&nbsp;were obtained by the Participant or Authorized
Transferee in the public market; or (2)&nbsp;if the shares were not
obtained in the public market, they have been owned by the
Participant or Authorized Transferee for more than six months and
have been paid for within the meaning of SEC Rule&nbsp;144 (and, if the
shares were purchased from the Company by use of a promissory note,
the note has been fully paid with respect to the shares);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the case of exercise by the Participant, Participant&#146;s
guardian or legal representative or the authorized legal
representative of Participants&#146; heirs or legatees after
Participant&#146;s death, by waiver of compensation due or accrued to
Participant for services rendered;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by tender of property; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>with respect only to purchases upon exercise of an Option,
and provided that a public market for the Company&#146;s stock exists:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through a &#147;same day sale&#148; commitment from the
Participant or Authorized Transferee and an NASD Dealer
meeting the requirements of the Company&#146;s &#147;same day sale&#148;
procedures and in accordance with law; or</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>through a &#147;margin&#148; commitment from Participant or
Authorized Transferee and an NASD Dealer meeting the
requirements of the Company&#146;s &#147;margin&#148; procedures and in
accordance with law.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 &#147;same-day sale&#148; or &#147;margin&#148; 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
&#147;same-day sale&#148; or &#147;margin&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>12.&nbsp;WITHHOLDING TAXES.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.&nbsp;PRIVILEGES OF STOCK OWNERSHIP</B>. 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 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 Participant&#146;s original Exercise
Price or Purchase Price pursuant to Section&nbsp;15.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.&nbsp;TRANSFERABILITY</B>. 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)&nbsp;during a Participant&#146;s lifetime
only by the Participant or the Participant&#146;s guardian or legal representative;
and (b)&nbsp;after Participant&#146;s death, by the legal representative of the
Participant&#146;s heirs or legatees.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>15.&nbsp;RESTRICTIONS ON SHARES. </B>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 Participant&#146;s Shares that are not
&#147;Vested&#148; (as defined in the Award Agreement), following the Participant&#146;s
Termination, at any time within ninety days after the later of (a)&nbsp;the
Participant&#146;s Termination Date or (b)&nbsp;the date the Participant purchases Shares
under the Plan, for cash or cancellation of purchase money indebtedness with
respect to Shares, at the Participant&#146;s original Exercise Price or Purchase
Price; provided that upon assignment of the right to repurchase, the assignee
must pay the Company, upon assignment of the right to repurchase, cash equal to
the excess of the Fair Market Value of the Shares over the original Purchase
Price.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;CERTIFICATES. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>17.&nbsp;ESCROW. </B>To enforce any restrictions on a Participant&#146;s 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>18.&nbsp;SECURITIES LAW AND OTHER REGULATORY COMPLIANCE</B>. 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)&nbsp;obtaining any approvals from governmental


<P align="center" style="font-size: 10pt">11
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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>19.&nbsp;NO OBLIGATION TO EMPLOY</B>. 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 any Parent or Subsidiary to terminate Participant&#146;s employment or
other relationship at any time, with or without cause.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>20.&nbsp;REPRICING PROHIBITED; EXCHANGE AND BUYOUT OF AWARDS</B>. 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>21.&nbsp;CORPORATE TRANSACTIONS.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.1 Assumption or Replacement of Awards by Successor. 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.2 Other Treatment of Awards. Subject to any greater rights granted to
Participants under Section&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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)&nbsp;granting an Award under the Plan in substitution of such other
company&#146;s award, or (b)&nbsp;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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>22.&nbsp;ADOPTION AND STOCKHOLDER APPROVAL. </B>The Plan was adopted by the
Compensation and Organizational Development Committee on August&nbsp;26, 2004. The
Plan shall become effective upon approval by stockholders of the Company,
consistent with applicable laws.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>23.&nbsp;TERM OF PLAN. </B>The Plan will terminate two years following the date it
became effective upon approval by stockholders of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>24.&nbsp;AMENDMENT OR TERMINATION OF PLAN. </B>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. In addition,
no amendment that is detrimental to a Participant may be made to any
outstanding Award without the consent of the Participant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>25.&nbsp;NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. </B>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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>26.&nbsp;DEFINITIONS. </B>As used in the Plan, the following terms shall have the
following meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&#147;Authorized Transferee&#148; means the permissible recipient, as authorized
by this Plan and the Committee, of an NQSO that is transferred during the
Participant&#146;s lifetime by the Participant by gift or domestic relations order.
For purposes of this definition a &#147;permissible recipient&#148; is: (i)&nbsp;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)&nbsp;any
person (other than a tenant or employee) sharing the Participant&#146;s household;
(iii)&nbsp;a trust in which the persons in (i)&nbsp;or (ii)&nbsp;have more than fifty percent
of the beneficial interest; (iv)&nbsp;a foundation in which the persons in (i)&nbsp;or
(ii)&nbsp;or the Participant control the management of assets; or (v)&nbsp;any other
entity in which the person in (i)&nbsp;or (ii)&nbsp;or the Participant own more than
fifty percent of the voting interest.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Award&#148; means any award under the Plan, including any Option,
Restricted Stock, Stock Bonus, Stock Appreciation Right or Restricted Stock
Unit.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Award Agreement&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Board&#148; means the Board of Directors of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&#147;Code&#148; means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&#147;Committee&#148; 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)&nbsp;a &#147;non-employee director&#148; for purposes of Section
16 and Rule&nbsp;16b-3 of the Exchange Act, and (ii)&nbsp;an &#147;outside director&#148; for
purposes of Section 162(m) of the Code, unless the Board has fewer than two
such outside directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&#147;Company&#148; means Intuit Inc., a corporation organized under the laws of
the State of Delaware, or any successor corporation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&#147;Corporate Transaction&#148; means (a)&nbsp;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


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<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">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)&nbsp;a dissolution or liquidation of the Company, (c)&nbsp;the sale of
substantially all of the assets of the Company, (d)&nbsp;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 their shares or other equity interest in
the Company; or (e)&nbsp;any other transaction which qualifies as a &#147;corporate
transaction&#148; 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).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;Disability&#148; means a disability within the meaning of Section&nbsp;22(e)(3)
of the Code, as determined by the Committee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&#147;Effective Date&#148; means the date stockholders approve the Plan
pursuant to Section&nbsp;22 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&#147;Executive Officer&#148; means a person who is an &#147;executive officer&#148; of
the Company as defined in Rule&nbsp;3b-7 promulgated under the Exchange Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&#147;Exercise Price&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&#147;Fair Market Value&#148; means, as of any date, the value of a share of the
Company&#146;s Common Stock determined as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if such Common Stock is then quoted on the NASDAQ
National Market, its closing price on the NASDAQ National
Market on such date or if such date is not a trading date, the
closing price on the NASDAQ National Market on the last
trading date that precedes such date;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if none of the foregoing is applicable, by the
Board of Directors in good faith.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&#147;Insider&#148; means an officer or director of the Company or any other
person whose transactions in the Company&#146;s Common Stock are subject to Section
16 of the Exchange Act.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&#147;ISO&#148; means an Incentive Stock Option within the meaning of the
Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q)&nbsp;&#147;NASD Dealer&#148; means broker-dealer that is a member of the National
Association of Securities Dealers, Inc.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r)&nbsp;&#147;NQSO&#148; means a nonqualified stock option that does not
qualify as an ISO.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s)&nbsp;&#147;Option&#148; means an Award pursuant to Section&nbsp;5 of the Plan.


<P align="center" style="font-size: 10pt">14
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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t)&nbsp;&#147;Non-Employee Director&#148; means a member of the Company&#146;s Board of
Directors who is not a current or former employee of the Company or any Parent
or Subsidiary.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u)&nbsp;&#147;Parent&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&#147;Participant&#148; means a person who receives an Award under the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w)&nbsp;&#147;Performance Factors&#148; 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:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Net revenue and/or net revenue growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Earnings before income taxes and amortization
and/or earnings before income taxes and amortization growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating income and/or operating income growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Net income and/or net income growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Earnings per share and/or earnings per share
growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Total stockholder return and/or total stockholder
return growth;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Return on equity;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Operating cash flow return on income;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(9)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Adjusted operating cash flow return on income;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(10)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Economic value added; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(11)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Individual business objectives.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)&nbsp;&#147;Performance Period&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y)&nbsp;&#147;Plan&#148; means this Intuit Inc. 2005 Equity Incentive Plan, as amended
from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z)&nbsp;&#147;Prospectus&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa)&nbsp;&#147;Purchase Price&#148; means the price to be paid for Shares acquired under
the Plan, other than Shares acquired upon exercise of an Option.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb)&nbsp;&#147;Restricted Stock Award&#148; means an award of Shares pursuant to Section&nbsp;6 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc)&nbsp;&#147;Restricted Stock Unit&#148; means an Award granted pursuant to Section&nbsp;9 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd)&nbsp;&#147;RSU Agreement&#148; means an agreement evidencing a Restricted Stock Unit
Award granted pursuant to Section&nbsp;9 of the Plan.


<P align="center" style="font-size: 10pt">15
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee)&nbsp;&#147;SAR Agreement&#148; means an agreement evidencing a Stock Appreciation
Right granted pursuant to Section&nbsp;8 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff)&nbsp;&#147;SEC&#148; means the Securities and Exchange Commission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg)&nbsp;&#147;Securities Act&#148; means the Securities Act of 1933, as amended, and
the regulations promulgated thereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh)&nbsp;&#147;Shares&#148; means shares of the Company&#146;s Common Stock $0.01 par value,
reserved for issuance under the Plan, as adjusted pursuant to Sections&nbsp;2 and
21, and any successor security.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&#147;Stock Appreciation Right&#148; means an Award granted pursuant to Section&nbsp;8 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj)&nbsp;&#147;Stock Bonus&#148; means an Award granted pursuant to Section&nbsp;7 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk)&nbsp;&#147;Stock Option Agreement&#148; means the agreement which evidences a Stock
Option, granted pursuant to Section&nbsp;5 of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ll)&nbsp;&#147;Subsidiary&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(mm)&nbsp;&#147;Ten Percent Stockholder&#148; 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.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(nn)&nbsp;&#147;Termination&#148; or &#147;Terminated&#148; 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 &#147;Termination Date&#148;). .


<P align="center" style="font-size: 10pt">16
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