Oracle 2014 Annual Report Download - page 153

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ORACLE CORPORATION
AMENDED AND RESTATED
1993 DIRECTORS’ STOCK PLAN
DIRECTORS’ STOCK UNIT
TERMS AND CONDITIONS
1. Grant . Oracle Corporation (the “Company”) has granted to the Director (the “Participant”) named in the applicable Directors’
Stock Unit
Award Notice (the “Notice”) the number of stock units set forth in the Notice (the “Award”) under the Company’s Amended and
Restated 1993 Directors’ Stock Plan (the “Plan”). This Award is subject to the Award Terms and the Plan. In the event of a conflict
between the terms of the Plan and the Award Terms, the terms of the Plan shall govern. All capitalized terms not defined herein shall
have the meanings ascribed to them in the Plan or the Notice.
2. Company’s Obligation to Pay . Each stock unit represents the right to receive a share of Common Stock (a “Share”) on the date the stock
unit vests. Unless and until the stock units have vested in accordance with Section 3, Participant will have no right to settlement of any
such stock units. Prior to the actual settlement of any vested stock units, such stock units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company.
3. Settlement of the Award . This Award will be settled on the date(s) the stock units vest or as soon thereafter as administratively
practicable, but in any event within a period of sixty (60) days following the applicable vesting date. At the time of settlement, Participant
will receive one whole Share for each vested stock unit. The Company may, at its sole discretion, substitute an equivalent amount of cash
if the distribution of Shares is not reasonably practicable due to the requirements under applicable law, in which case, the amount of cash
will be determined on the basis of the Fair Market Value of the Common Stock on the applicable vesting date.
4.
No Rights as Stockholder
. The stock units underlying this Award do not carry voting rights or rights to cash dividends. Participant shall
have no rights as a stockholder of the Company unless and until the stock units are settled by issuing Shares to the Participant.
5. Termination of Award . Notwithstanding any contrary provision of these RSU Terms and Conditions, if Participant ceases to be a
Director for any or no reason, any stock units that have not vested and Participant’s right to acquire any Shares hereunder will
immediately terminate. The Committee shall have discretion to determine whether Participant has ceased to serve as a Director and the
effective date on which such service terminated.
6.
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 stock units subject to this Award 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 of a Share 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