Oracle 2009 Annual Report Download - page 156

exercise of its sole discretion and in lieu of such assumption or substitution to shorten an Offering Period then in progress by setting a new Exercise Date (the
“New Exercise Date”). If the Board shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify each participant in writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for his or her option (including for
purposes of determining the option price per share under Section 7(b)) has been changed to the New Exercise Date and that his or her option will be exercised
automatically on the New Exercise Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in Section 10. For purposes of
this Section, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase,
for each share of Common Stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities
or property) received in the sale of assets or merger by holders of Common Stock for each share of Common Stock held on the effective date of the transaction
(and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common
Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its
parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation, provide for the consideration to be received upon
exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by
holders of Common Stock as a result of the sale of assets or merger.
19. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Board may at any time and for any reason terminate, suspend or amend the Plan. Except as provided in Section 18, no such termination can affect
options previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the termination
of the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 18, no amendment may make any change in any option
previously granted which adversely affects the rights of any participant without the consent of the participant, except to the extent as may be necessary to qualify
the Plan as an employee stock purchase plan pursuant to Code Section 423 or to comply with any applicable law, regulation or rule.
20. NOTICES
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
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Source: ORACLE CORP, 10-K, July 01, 2010 Powered by Morningstar® Document Research℠