Oracle 2007 Annual Report Download - page 102

Table of Contents
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2008
common stock generally are granted at not less than fair market value, become exercisable as established by the
Board (generally over four years under our current practice), and generally expire no more than ten years from the
date of grant. Options granted under the 1991 Plan were granted on similar terms. If options outstanding under the
1991 Plan are forfeited, repurchased, or otherwise terminate without the issuance of stock, the shares underlying such
options will also become available for future awards under the 2000 Plan. As of May 31, 2008, options to purchase
298 million shares of common stock were outstanding under both plans, of which 168 million were vested.
Approximately 299 million shares of common stock were available for future awards under the 2000 Plan. To date,
we have not issued any stock purchase rights, stock appreciation rights, restricted stock awards or long-term
performance awards under the 2000 Plan.
In fiscal 1993, the Board adopted the 1993 Directors’ Stock Option Plan (the Original Directors’ Plan), which
provided for the issuance of non-qualified stock options to non-employee directors. In fiscal 2004, the Original
Directors’ Plan was amended and restated to eliminate a term limit on the plan, eliminate the ability to reprice options
without stockholder approval, decrease the number of shares of common stock reserved for issuance under the
Original Directors’ Plan, provide the Board with the ability to make grants of restricted stock, restricted stock units or
other stock-based awards instead of the automatic option grants and rename the Original Directors’ Plan, the
1993 Directors’ Stock Plan. In fiscal 2007, the Original Directors’ Plan was further amended to, among other things,
increase the amounts of the annual stock option grants to directors, permit pro rata option grants to chairs of Board of
Directors’ committees and to provide that the Board of Directors or the Compensation Committee may, in the future,
change the option grant policy for non-employee directors (the Directors’ Plan). Under the terms of the Directors’
Plan, options to purchase 8 million shares of common stock were reserved for issuance, options are granted at not
less than fair market value, become exercisable over four years, and expire no more than ten years from the date of
grant. The Directors’ Plan provides for automatic grants of options to each non-employee director upon first
becoming a director and thereafter on an annual basis, as well as automatic nondiscretionary grants for chairing
certain Board committees. The Board has the discretion to replace any automatic option grant under the Directors’
Plan with awards of restricted stock, restricted stock units or other stock-based awards. The number of shares subject
to any such stock award will be no more than the equivalent value of the options, as determined on any reasonable
basis by the Board, which would otherwise have been granted under the applicable automatic option grant. The
Board will determine the particular terms of any such stock awards at the time of grant, but the terms will be
consistent with those of options, as described below, granted under the Directors’ Plan with respect to vesting or
forfeiture schedules and treatment on termination of status as a director. At May 31, 2008, options to purchase
approximately 4 million shares of common stock were outstanding under the 1993 Directors’ Plan, of which
approximately 2 million were vested. Approximately 2 million shares are available for future option awards under
this plan of which a lesser portion than the total may be used for grants other than options.
In connection with certain of our acquisitions, including PeopleSoft, BEA, Siebel and Hyperion, we assumed all of
the outstanding stock options and other stock awards of each acquiree’s respective stock plans. These stock options
and other stock awards generally retain all of the rights, terms and conditions of the respective plans under which
they were originally granted. As of May 31, 2008, options to purchase 77 million shares of common stock and
1 million shares of restricted stock were outstanding under these plans.
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Source: ORACLE CORP, 10-K, July 02, 2008 Powered by Morningstar® Document Research℠