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EXHIBIT 4.01
INTUIT INC.
RESTRICTED STOCK PURCHASE AGREEMENT
This Restricted Stock Purchase Agreement (this "AGREEMENT") is made and
entered into as of January 24, 2000 (the "EFFECTIVE DATE") by and between Intuit
Inc., a Delaware corporation (the "COMPANY"), and the Purchaser named below (the
"PURCHASER").
PURCHASER: XXXXXXX X. XXXXXXX
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SOCIAL SECURITY NUMBER:
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ADDRESS:
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TOTAL NUMBER OF SHARES: 75,000
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PURCHASE PRICE PER SHARE: $0.01
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TOTAL PURCHASE PRICE: $750.00
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1. PURCHASE OF SHARES.
1.1 Purchase of Shares. On the Effective Date and subject to the
terms and conditions of this Agreement and the Employment Agreement between
Purchaser and the Company, attached hereto as Exhibit 1 (the "EMPLOYMENT
AGREEMENT"), Purchaser hereby purchases from the Company, and the Company hereby
sells to Purchaser, the Total Number of Shares set forth above (the "SHARES") of
its Common Stock at the Purchase Price Per Share set forth above (the "PURCHASE
PRICE PER SHARE") for a Total Purchase Price set forth above (the "PURCHASE
PRICE"). As used in this Agreement, the term "SHARES" includes the Shares
purchased under this Agreement and all securities received (i) in replacement of
the Shares, (ii) as a result of stock dividends or stock splits with respect to
the Shares, and (iii) in replacement of the Shares in a merger,
recapitalization, reorganization or similar corporate transaction.
1.2 Title to Shares. Purchaser desires to take title to the
Shares as follows: (i) [ X ] individual, as separate property; (ii) [ ] husband
and wife, as community property - spell wife's name exactly as it should be set
forth on the certificate(s): ____________________; or (iii) [ ] husband and wife
as joint tenants - spell wife's name exactly as it should be set forth on the
certificate(s):_____________________.
2. DELIVERY. Purchaser hereby delivers to the Company (i) three signed
copies of this Agreement; (ii) ten signed copies of the Stock Power and
Assignment Separate from Stock Certificate in the form of Exhibit 2 ("STOCK
POWERS") attached hereto; and (iii) payment of the Purchase Price in cash (by
check) in the amount of $750.00, receipt of which is acknowledged by
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the Company. The Company will issue duly executed stock certificates evidencing
the Shares in Purchaser's name and the name of his spouse, as Participant's
elects above in Section 1.2. The certificates shall be placed in escrow as
provided in Section 6 below until termination of the Company's Repurchase Option
described in Section 5 below.
3. RESTRICTION ON TRANSFER. Unvested Shares (as defined in Section 5
below) are not transferable. Purchaser shall not assign, xxxxx x xxxx or
security interest in, pledge, hypothecate, encumber or otherwise dispose of any
Unvested Shares.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Company that:
4.1 Purchase for Own Account for Investment. Purchaser is
purchasing the Shares for Purchaser's own account for investment purposes only
and not with a view to, or for sale in connection with, a distribution of the
Shares within the meaning of the Securities Act of 1933, as amended. Purchaser
has no present intention of selling or otherwise disposing of all or any portion
of the Shares and no one other than Purchaser (and his spouse as designated in
Section 1.2) has any beneficial ownership of any of the Shares.
4.2 Access to Information. Purchaser has had access to all
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers
important in making the decision to purchase the Shares, and Purchaser has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.
4.3 Understanding of Risks. Purchaser is fully aware of: (i) the
volatility of the market price of the Company's Common Stock; (ii) the lack of
liquidity of the Shares and the restrictions on transferability of the Shares
(e.g., that Purchaser may not be able to sell or dispose of the Shares or use
them as collateral for loans); and (iii) the tax consequences of investment in
the Shares. Purchaser is capable of evaluating the merits and risks of this
investment, has the ability to protect Purchaser's own interests in this
transaction and is financially capable of bearing a total loss of this
investment.
4.4 No General Solicitation. At no time was Purchaser presented
with or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale and purchase of the Shares.
5. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee, shall have the option to repurchase all or a portion of the
Purchaser's Unvested Shares (as defined in Section 5.1 below) on the terms and
conditions set forth in this Section 5 (the "REPURCHASE OPTION") if Purchaser's
employment with the Company is terminated for any reason, or no reason,
including without limitation Purchaser's death, disability, voluntary or
involuntary resignation or termination by the Company with or without cause.
5.1 Unvested and Vested Shares. Shares that are vested pursuant
to the schedule set forth in Section 5.2 below are "VESTED SHARES." Shares that
are not vested pursuant
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to the schedule set forth in Section 5.2 are "UNVESTED SHARES." The number of
Shares that are Vested Shares or Unvested Shares will be proportionally adjusted
for any stock split or similar change in the capital structure of the Company.
5.2 Vesting Schedule. The Shares will vest over a ten-year
period. On the Effective Date all of the Shares will be Unvested Shares.
Provided Purchaser remains continuously employed with the Company, 7,500 Shares
will vest on January 24, 2001, the first anniversary of Purchaser's employment,
and the remaining 67,500 Shares shall vest over each of the next nine years as
to 7,500 Shares on each subsequent anniversary of Purchaser's employment.
Provided Purchaser remains continuously employed with the Company he shall be
fully vested in all Shares on January 24, 2010. In the event Purchaser's
employment with the Company is terminated due to "INVOLUNTARY TERMINATION,"
"TERMINATION WITHOUT CAUSE" or "TERMINATION FOR DEATH OR DISABILITY," each as
defined in the Employment Agreement, the vesting of the Shares will accelerate
as set forth in Section 5.3 below. In the event Purchaser's employment with the
Company is terminated due to "VOLUNTARY TERMINATION" or "TERMINATION FOR CAUSE,"
the Shares will cease vesting on the date Purchaser's employment with the
Company terminates, and the Company or its assignee(s) will have a Repurchase
Option as to all Unvested Shares on such date. Hereinafter, the date on which
Purchaser's employment with the Company ends shall be referred to as the
"TERMINATION DATE."
5.3 Acceleration of Vesting. If Purchaser suffers an Involuntary
Termination or Termination Without Cause, or in the event of Purchaser's
Termination for Death or Disability, all Unvested Shares shall vest in full on
the Termination Date and the Company shall not retain a Repurchase Option as to
any of the Shares.
5.4 Exercise of Repurchase Option. At any time within one year
after the Termination Date, the Company or its assignee(s) may elect to
repurchase any or all of the Purchaser's Unvested Shares by giving Purchaser
written notice of its exercise of the Repurchase Option. Any Unvested Shares as
to which the Repurchase Option is not exercised within the one-year period
following the Termination Date shall immediately become Vested Shares.
5.5 Calculation of Repurchase Price. The Company or its
assignee(s) shall have the option to repurchase from Purchaser any or all of the
Unvested Shares at $0.01 per Share (as adjusted to reflect any stock split or
similar change in the capital structure of the Company). The Company will pay
the repurchase price to Purchaser within 30 days after providing its notice of
election to exercise the Repurchase Option pursuant to Section 5.4 above.
6. ESCROW. Purchaser agrees to deliver the stock certificates evidencing
the Shares together with the Stock Powers executed by Purchaser to the Secretary
of the Company or other designee of the Company (the "ESCROW HOLDER"). The
Escrow Holder is hereby appointed to hold such certificates and Stock Powers in
escrow and to take all such actions and to effectuate all such transfers and/or
releases of such Shares as are in accordance with the terms of this Agreement.
Escrow Holder will act solely for the Company as its agent and not as a
fiduciary. Purchaser and the Company agree that Escrow Holder will not be liable
to any party to this Agreement (or to any other party) for any actions or
omissions unless Escrow Holder is grossly negligent or intentionally fraudulent
in carrying out the duties of Escrow Holder under this
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Agreement. Escrow Holder may rely upon any letter, notice or other document
executed by any signature purported to be genuine and may rely upon the advice
of counsel and obey any order of any court with respect to the transactions
contemplated by this Agreement. Upon request from Purchaser, Vested Shares will
be released from escrow upon termination of the Repurchase Option with respect
to such Shares described in Section 5 above.
7. RIGHTS AS A STOCKHOLDER. Subject to the terms and conditions of this
Agreement, Purchaser will have all of the rights of a stockholder of the Company
with respect to the Shares from and after the Effective Date until such time as
Purchaser disposes of the Shares or the Company and/or its assignee(s)
exercise(s) the Repurchase Option. Upon an exercise of the Repurchase Option,
Purchaser will have no further rights as a holder of the Shares that are
purchased upon such exercise, other than the right to receive payment for the
Shares so purchased in accordance with the provisions of this Agreement, and
Purchaser will promptly surrender the stock certificate(s) evidencing the Shares
so purchased that are not held by the Escrow Agent to the Company for transfer
or cancellation.
8. RESTRICTIVE LEGENDS AND STOP-TRANSFER INSTRUCTIONS.
8.1 Legends. Purchaser understands and agrees that the Company
may place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any legends that may be
required by state or federal securities laws and the Company's Certificate of
Incorporation or Bylaws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
REPURCHASE OPTION HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS
SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT DATED AS OF
JANUARY 24, 2000 BETWEEN THE ISSUER AND XXXXXXX X. XXXXXXX (THE
"AGREEMENT"). THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT AS
PERMITTED UNDER THE AGREEMENT. A COPY OF THE AGREEMENT MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.
Until the Shares are registered under the Securities Act, as
provided in Section 4(a) of the Employment Agreement, the Company may place the
following additional legend or a legend similar thereto on the certificate(s)
evidencing the Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
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8.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure
compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate "stop-transfer" instructions to its transfer agent. The
Company will not be required (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of this
Agreement or (ii) to treat as the owner of such Shares, or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such
Shares have been transferred in violation of any of the provisions of this
Agreement.
9. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE. Purchaser hereby acknowledges that Purchaser has been
informed that, unless an election is filed by the Purchaser with the Internal
Revenue Service (and, if necessary, the proper state taxing authorities) within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the
Internal Revenue Code (and similar state tax provisions, if applicable) to be
taxed currently on any difference between the Purchase Price of the Shares and
their fair market value on the date of purchase, there will be a recognition of
taxable income to the Purchaser, measured by the excess, if any, of the fair
market value of the Vested Shares, at the time they cease to be Unvested Shares,
over the Purchase Price for such Shares. Purchaser represents that Purchaser has
consulted any tax advisers Purchaser deems advisable in connection with
Purchaser's purchase of the Shares and the filing of the election under Section
83(b) and similar tax provisions. A form of Election under Section 83(b) is
attached hereto as Exhibit 3 for reference. PURCHASER HEREBY ASSUMES ALL
RESPONSIBILITY FOR FILING AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL
REVENUE CODE AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE
TO FILE SUCH ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE
REPURCHASE RESTRICTIONS ON THE UNVESTED SHARES.
10. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
the Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company's Common Stock may be listed or quoted at the time of such
issuance or transfer.
11. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement, including its rights to repurchase Shares under the
Repurchase Option. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Agreement will be binding upon Purchaser and
Purchaser's heirs, executors, administrators, legal representatives, successors
and assigns.
12. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California as
such laws are applied to agreements between California residents entered into
and to be performed entirely within California, excluding that body of laws
pertaining to conflict of laws. If any provision of this Agreement is determined
by a court of law to be illegal or unenforceable, then such provision will
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be enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.
13. NOTICES. Any notice required to be given or delivered to the Company
shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to
Purchaser shall be in writing and addressed to Purchaser at the address
indicated above or to such other address as Purchaser may designate in writing
from time to time to the Company. All notices shall be deemed effectively given
(i) upon personal delivery, (ii) three (3) days after deposit in the United
States mail by certified or registered mail (return receipt requested), (iii)
one (1) business day after its deposit with any return receipt express courier
(prepaid), or (iv) one (1) business day after transmission by facsimile.
14. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
15. HEADINGS. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement.
16. ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto
constitute the entire agreement and understanding of the parties with respect to
the subject matter hereof, and supersede all prior understandings and
agreements, whether oral or written, between the parties hereto with respect to
the specific subject matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
in triplicate by its duly authorized representative and Purchaser has executed
this Agreement in triplicate as of the Effective Date.
INTUIT INC. PURCHASER
By: /s/ XXXX X. XXXXXXX /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
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(Please print name)
Chief Financial Officer
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(Please print title)
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