Oracle 2014 Annual Report Download - page 147

DIRECTORS’ STOCK OPTION GRANT
Terms and Conditions
a) Termination of Status as a Director . If an Optionee ceases to serve as a Board Member, he or she may, but only within three (3) months
after the date he or she ceases to be a Board Member of the Company, exercise his or her Option to the extent that he or she was entitled to
exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after the Expiration
Date. To the extent that Optionee is not entitled to exercise an Option at the date of such termination, or does not exercise such Option
(which he or she is entitled to exercise) within the time specified herein, the Option shall terminate.
b) Disability of Board Member . Notwithstanding the provisions of Section 2(a) above, in the event Optionee is unable to continue his or
her service as a Board Member with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended (the “Code”)), Optionee may, within six (6) months from the date of such termination,
exercise his or her Option to the extent such Optionee was entitled to exercise it at the date of such termination. Notwithstanding the
foregoing, in no event may the Option be exercised after the Expiration Date. To the extent that Optionee is not entitled to exercise the
Option at the date of termination, or if Optionee does not exercise such Option (which he is entitled to exercise) within the time specified
herein, the Option shall terminate.
c) Death of Optionee . In the event of the death of Optionee:
(i) If Optionee dies during the term of the Option, is a Board Member at the time of death and has been in Continuous Status as a
Director (as defined in the Plan) since the date of grant of the Option, the Option may be exercised at any time within six (6) months
following the date of death by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent the Optionee is entitled to exercise the Option at the time of death. Notwithstanding the foregoing, in no event may
the Option be exercised after the Expiration Date.
(ii) If Optionee dies within three (3) months after the termination of Continuous Status as a Director, the Option may be exercised at
any time within six (6) months following the date of death by the Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee is entitled to exercise the Option at the date of termination.
Notwithstanding the foregoing, in no event may the Option be exercised after the Expiration Date.
1. Restrictions on Exercise. This Option may not be exercised (i) unless such exercise is in compliance with the Securities Act of 1933, as
amended (the “Securities Act”), and all applicable state securities laws as they are in effect on the date of exercise, and the requirements of
any stock exchange or national market system on which the Company’s Common Stock may be listed at the time of exercise, and (ii) until
the Plan, or any required increase in the number of Shares authorized under the Plan, is approved by the Stockholders of the Company.
Notwithstanding anything else in this Grant or the Plan, this Option shall expire on the Expiration Date set forth on the first page of this
Grant and must be exercised, if at all, on or before the Expiration Date. In addition, no part of this Option will become exercisable prior to
six (6) months following the Date of Grant.
2. Termination of Option . Except as provided below in this Section, this Option shall terminate and may not be exercised if Optionee ceases
to be a member of the Board of the Company (a “Board Member”). The Committee shall have discretion to determine whether Optionee
has ceased to serve as a Board Member and the effective date on which such service terminated (the
“
Termination Date
”
).