Oracle 2009 Annual Report Download - page 155

17. APPLICABLE LAW
The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of California.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET SALE
(a) Subject to any required action by the stockholders of Oracle, the number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan, but have not yet been placed under
option (collectively, the “Reserves”) as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split,
combination or reclassification of the Common Stock, or the payment of a dividend payable in shares of Oracle’s capital stock (but only on the Common Stock)
or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by Oracle; provided, however, that
conversion of any convertible securities of Oracle shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by Oracle of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option. The Board may, if it so determines in the exercise of its sole discretion, make provision for
adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event Oracle effects one or more
reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding Common Stock.
(b) In the event of the proposed dissolution or liquidation of Oracle, the Offering Period will terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless otherwise provided by the Board, and the Company shall return to each participant, to the extent permitted by law, any
amounts without interest (unless required by local law as determined by the Board) remaining in his or her payroll deduction account.
(c) In the event of a proposed sale of all or substantially all of the assets of Oracle, or the merger of Oracle with or into another corporation, each option
under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor
corporation, unless the Board determines, in the
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Source: ORACLE CORP, 10-K, July 01, 2010 Powered by Morningstar® Document Research℠