Oracle 2014 Annual Report Download - page 154

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The Company shall have the right but not the obligation to require the Participant to remit to the Company an amount of cash sufficient to
satisfy any applicable federal, state or local income and employment tax withholding requirements prior to the delivery of the Shares.
If the Company determines to withhold taxes, Participant agrees that the Company may satisfy such withholding by one or a combination
of the following: (1) electing to have the Company withhold from Participant’s other cash compensation paid to Participant by the
Company; (2) electing to have the Company withhold from proceeds of the sale of Shares acquired upon vesting of the Award, either
through a voluntary sale or through a mandatory sale arranged by the Company (on
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 U.S. Internal Revenue Code (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 Award 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 6(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
Award shall automatically and immediately accelerate and become vested in full.
7. Compliance with Laws and Regulations . The issuance and transfer of Shares shall be subject to compliance by the Company and
Participant with all applicable requirements of federal, state, local or foreign securities and other laws and with all applicable
requirements of any stock exchange or national market system on which the Common Stock may be listed at the time of such issuance or
transfer.
8. Transferability of Award . This Award may not be transferred in any manner other than (a) by will, (b) by the laws of descent and
distribution, or (c) by proof to the Company’s satisfaction, in the event of Participant’
s death, that the beneficiary is entitled to receive the
Award.
9. Tax Withholding . Participant acknowledges that, regardless of any action taken by the Company, the ultimate liability for all income tax
(including federal, state, local and foreign tax), social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related
items related to Participant’s participation in the Plan and legally applicable to Participant or deemed by the Company in its discretion to
be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”), is and remains Participant’s
responsibility. Participant further acknowledges that the Company (a) makes no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of
this Award, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) does not commit
to and is under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate Participant’s liability
for Tax-Related Items or to achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one
jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, Participant acknowledges that the
Company may be required to withhold or account for Tax
-
Related Items in more than one jurisdiction.