Oracle 2010 Annual Report Download - page 144

without limitation, California Labor Code section 1400, et seq.), any such payment-in-lieu-of-notice was made to Epstein regardless of whether he signs
this Agreement. Epstein further understands that, if he signs this Agreement, to the extent his gross lump sum severance payment exceeds two weeks of his
base salary, any amount above and beyond two weeks of his base salary shall be counted as pay-in-lieu-of-notice required by law, and the consideration for
this Agreement shall constitute two weeks of his base salary.
2. COBRA Eligibility. If Epstein was eligible for benefits under Oracle’s health insurance plans, Epstein has the right, under the terms and conditions of
COBRA, to continue such medical, dental and vision insurance at his own expense. Epstein further has the option to continue his life and/or AD&D
insurance coverage (assuming that Epstein was eligible for such coverage) at his own expense upon termination of employment and subject to the rates,
terms and conditions set by the insurance company.
3. Nonadmission. Epstein further understands and agrees that the furnishing of consideration by Oracle for this Agreement shall not be considered or
claimed as an admission of responsibility or liability by Oracle in any respect.
4. No Pending Claims. Epstein hereby represents that he has neither filed nor caused to be filed any pending charges, suits, claims, grievances or other
action (hereinafter referred to as “claims”) which in any way arise from or relate to his employment relationship with Oracle. Notwithstanding the above,
Epstein agrees that he shall dismiss any claims which have been filed.
5. Release of Claims for Personal Relief. Except as set forth in this paragraph 5, Epstein agrees not to file any lawsuit or to initiate any other legal
proceeding which is against or involves Oracle and which in any way arises from or relates to his employment relationship with Oracle, any changes in his
employment status, the termination of the employment relationship or any other conduct of Oracle occurring prior to the execution of this Agreement.
Epstein agrees that should he learn of any such claims being pursued on his behalf, he will use his best efforts to cause such claims to be withdrawn,
dismissed or otherwise terminated with prejudice. Epstein understands that, while he is not prevented by the foregoing language from filing a charge,
testifying, or participating in an EEOC investigation, hearing, or proceeding, by signing this Agreement, he is waiving his right to any personal recovery,
either in his own lawsuit or one brought by the EEOC on his behalf.
6. Stock Options. Epstein agrees and acknowledges that as of April 25, 2011 all unvested stock options granted to him under all Oracle Corporation stock
option plans and all unvested stock options assumed by Oracle, ceased to continue to vest in accordance with the terms of the applicable stock option plan
and the underlying agreements. All stock options not vested as of April 25, 2011 are canceled. Epstein understands and acknowledges that vested options
must be exercised at any time up to and including three months after his final date of
Source: ORACLE CORP, 10-K, June 28, 2011 Powered by Morningstar® Document Research℠