Oracle 2014 Annual Report Download - page 155

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Participant’s behalf pursuant to this authorization); or (3) electing to have the Company withhold Shares otherwise issuable upon
settlement of the Award. If the obligation for the Tax-Related Items is satisfied by withholding in Shares, the Company will withhold or
account for Tax-Related Items by considering applicable minimum statutory withholding rates. If the Shares are sold to cover the Tax-
Related Items obligations, the Company may use other applicable withholding rates, including maximum applicable rates, in which case
Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent.
Further, if the obligation for the Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have
been issued the full number of Shares subject to the vested stock units underlying this Award, notwithstanding that a number of the
Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Participant’s participation in
the Plan.
Finally, Participant shall pay to the Company any amount of Tax-
Related Items that the Company may be required to withhold or account
for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may
refuse to deliver the Shares or the proceeds from the sale of Shares if Participant fails to comply with his or her obligations in connection
with the Tax-Related Items as described in this section.
10. Entire Agreement; Interpretation . These RSU Terms and Conditions, the Plan, the prospectus relating to the Plan and the Notice
constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter
hereof; these RSU Terms and Conditions are governed by Delaware law except for that body of law pertaining to conflict of laws.
Participant agrees to institute any legal action or legal proceeding relating to these RSU Terms and Conditions or the Plan in state court in
San Mateo County, California, or in federal court in San Francisco, California, United States of America. Participant agrees to submit to
the jurisdiction of and agrees that venue is proper in the aforesaid courts in any such action or proceeding.
11. Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means or to request Participant’s consent to participate in the Plan by electronic means. Participant hereby
consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or
electronic system established and maintained by the Company or any third party designated by the Company.
12. Severability . The provisions of these RSU Terms and Conditions are severable and if any one or more provisions are determined to be
illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
13. 409A Disclaimer . These RSU Terms and Conditions shall be interpreted in accordance with, and incorporate the terms and conditions
required by, Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its
sole discretion, to unilaterally amend or modify these RSU Terms and Conditions or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, including amendments or actions that would
result in a reduction in benefits payable under the Award, as the Company determines are necessary or appropriate to ensure that this
Award qualifies for exemption from, or complies with the requirements of, Code Section 409A or mitigate any additional tax, interest
and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code; provided, however, that the Company
makes no representation that this Award will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings
to preclude Section 409A of the Code from applying to this Award or to ensure that it complies with Section 409A of the Code. For the
avoidance of doubt, Participant