Oracle 2011 Annual Report Download - page 121

ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2011
Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan). Upon approval, the termination date of the
2000 Plan was extended by ten years and the number of authorized shares of stock that may be issued under the
2000 Plan was increased by 388,313,015 shares. Under the terms of the 2000 Plan, options to purchase common
stock generally are granted at not less than fair market value, become exercisable as established by the Board
(generally 25% annually over four years under our current practice), and generally expire no more than ten years
from the date of grant. As of May 31, 2011, options to purchase 327 million shares of common stock were
outstanding under the 2000 Plan, of which 140 million were vested. As of May 31, 2011, approximately
499 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-based awards or long-term
performance awards under the 2000 Plan.
In fiscal 1993, the Board adopted the 1993 Directors’ Stock Option Plan (the Directors’ Plan), which provides for
the issuance of non-qualified stock options to non-employee directors. The Director’s Plan has from time to time
been amended and restated, most recently in fiscal 2010. 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 granted under the Directors’ Plan with respect to vesting or forfeiture schedules and
treatment on termination of status as a director. At May 31, 2011, options to purchase approximately 3 million
shares of common stock were outstanding under the 1993 Directors’ Plan, of which approximately 2 million were
vested. As of May 31, 2011, 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 Sun and others, 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, 2011, options to purchase 24 million shares of common stock and 2 million
shares of restricted stock were outstanding under these plans.
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