Oracle 2009 Annual Report Download - page 157

21. STOCKHOLDER APPROVAL
The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of Oracle. If stockholder approval
of the Plan is not obtained prior to the Exercise Date for the first Offering Period under the Plan, all options previously granted under the Plan shall terminate on
the Exercise Date and all amounts accrued in each participant’s account shall be refunded promptly, without interest, to each participant. Whenever stockholder
approval is sought under the Plan, either for its initial approval or for a subsequent amendment, it may be obtained in any manner permitted by applicable
corporate law. If stockholder approval is required under the Code for an amendment to the Plan adopted or proposed to be adopted by the Board, such
stockholder approval shall be obtained in any manner and within the time periods required by the Code. The Board, in its discretion, also may obtain stockholder
approval for any amendment to the Plan adopted by or proposed to be adopted by the Board to the extent desirable to maintain compliance with Rule 16b-3.
22. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable
provisions of law.
23. RULES FOR FOREIGN JURISDICTIONS
(a) Notwithstanding any provision to the contrary in this Plan, the Board may adopt rules or procedures relating to the operation and administration of the
Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Board is specifically
authorized to adopt rules and procedures regarding the definition of Compensation, handling of payroll deductions, making of contributions to the Plan in forms
other than payroll deductions, establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to
pay payroll tax, withholding procedures and delivery of shares which vary with local requirements.
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Source: ORACLE CORP, 10-K, July 01, 2010 Powered by Morningstar® Document Research℠