Oracle 2014 Annual Report Download - page 149

These terms and conditions apply to grants made on or after May 31, 2015.
not limited to those required under the U.S. securities laws) with respect to the Option to the Transferee. In the discretion of the
Committee, the foregoing right to transfer shall apply to the right to transfer ancillary rights associated with the Option. The term
“Immediate Family” shall mean the Optionee’s spouse, qualified same-sex domestic partner, parents, children, stepchildren, adoptive
relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Optionee). Optionee acknowledges that the
Optionee will continue to be liable for any taxes incurred in connection with the exercise of the Option.
5.
Changes in Capitalization; Change of Control
.
a) Adjustment of Shares . In the event that the number of outstanding Shares is changed by a stock dividend, stock split, reverse
stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, the
number of Shares subject to this Option shall be proportionately adjusted, subject to any required action by the Board or
stockholders of the Company and compliance with applicable securities laws; provided, however, that no certificate or scrip
representing fractional Shares shall be issued and any resulting fractions shall be ignored.
b) Change of Control . In the event of a dissolution or liquidation of the Company, a merger in which the Company is not the
surviving corporation (other than a merger with a wholly-owned subsidiary or where there is no substantial change in the
stockholders of the Company and the obligations of the Company under the Plan are assumed by the successor corporation), the
sale of substantially all of the assets of the Company, or any other transaction described under Section 424(a) of the Code wherein
the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition of all or
substantially all of the outstanding shares of the Company), this Option shall accelerate and become vested in full prior to the
consummation of such dissolution, liquidation, merger or sale of assets.
c) Acceleration Upon Unfriendly Takeover . Notwithstanding anything in Section 5(b) hereof to the contrary, if fifty percent
(50%) or more of the outstanding voting securities of the Company become beneficially owned (as defined in Rule 13d-3
promulgated by the Securities and Exchange Commission) by a person (as defined in Section 2(2) of the Securities Act and in
Section 13(d)(3) of the Exchange Act) in a transaction or series of transactions expressly disapproved by the Board, then this
Option shall automatically and immediately accelerate and become vested in full.
6. Interpretation . Any dispute regarding the interpretation of this Grant shall be submitted by Optionee or the Company forthwith to the
Board or the committee thereof that administers the Plan, which shall review such dispute at its next regular meeting. The resolution of
such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.
7. Optionee Acknowledgments . Optionee hereby acknowledges receipt of a copy of the Plan and the prospectus relating to the Plan,
represents that Optionee has read and understands the terms and conditions thereof, and accepts this Option subject to all the terms and
provisions of the Plan and this Grant. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or
disposition of the Shares and that Optionee should consult a tax advisor prior to such exercise or disposition.
8. Entire Agreement. The Plan, the prospectus relating to the Plan and the Notice and Exercise Agreement are incorporated herein by
reference. This Grant, the Plan and the Exercise Agreement constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.