Oracle 2015 Annual Report Download - page 143

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Exhibit 10.03
ORACLE CORPORATION
AMENDED AND RESTATED 1993 DIRECTORS’ STOCK PLAN
(as amended and adjusted for stock splits through April 29, 2016)
1. Establishment and Purpose.
(a) Establishment . There is hereby adopted the Amended and Restated 1993 Directors’ Stock Plan (the “ Plan ”) of Oracle Corporation, a Delaware
corporation (the “Company”), which amends and restates the 1993 Directors’ Stock Option Plan which was originally adopted May 24, 1993, and was
amended and restated on October 13, 2003; October 9, 2006; July 14, 2008; July 13, 2009; November 7, 2012, September 4, 2013 and April 29, 2016
(the “Amendment Date”). The Plan is intended to provide a means whereby eligible members of the Board of Directors of the Company may be given
an opportunity to acquire shares of Common Stock of the Company.
(b) Purpose . The purpose of the Plan is to enable the Company to attract and retain the best available individuals for service as members of the Board of
Directors of the Company, to provide additional incentive to such individuals while serving as directors, and to encourage their continued service on
the Board of Directors.
2. Definitions.
As used herein, the following definitions shall apply:
(a) “ Award ” shall mean any Option or other stock-based award granted hereunder.
(b) “ Board” shall mean the Board of Directors of the Company.
(c) “ Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Committee ” shall mean the Committee or Committees referred to in Section 4 of the Plan. If at any time no Committee shall be in office or
appointed by the Board to administer the Plan, then the functions of the Committee specified in the Plan shall be exercised by the Board.
(e) “Common Stock ” shall mean the Common Stock, $.01 par value per share, of the Company.
(f) “ Company” shall mean Oracle Corporation, a Delaware corporation.
(g) “ Continuous Status as a Director ” shall mean the absence of any interruption or termination of service as a Director.
(h) “ Director ” shall mean a member of the Board.
(i) “Employee” shall mean any person, including any officer or Director, who is an employee of the Company, or any Subsidiary of the Company, for
purposes of tax withholding under the Code. The payment of a director’s fee by the Company shall not be sufficient in and of itself to constitute
“employment” by the Company.
(j) “Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
(k) “Fair Market Value ” shall mean, as of any date, the value of Common Stock determined as follows, unless otherwise determined by the Committee:
(i) the last reported sale price of the Common Stock of the Company on NYSE or, if no such reported sale takes place on any such day, the
average of the closing bid and asked prices, or
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