Oracle 2015 Annual Report Download - page 144

Download and view the complete annual report

Please find page 144 of the 2015 Oracle annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 155

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155

(ii) if such Common Stock shall then be listed on another national securities exchange, the last reported sale price or, if no such reported sale takes
place on any such day, the average of the closing bid and asked prices on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or
(iii) if such Common Stock shall not be quoted on NYSE nor listed or admitted to trading on another national securities exchange, then the average
of the closing bid and asked prices, as reported by The Wall Street Journal for the over-the-counter market, or
(iv) if none of the foregoing is applicable, then the Fair Market Value of a share of Common Stock shall be determined in good faith by the
Committee in its discretion.
(l) “ Full-Value Award ” shall mean any Award other than an Option.
(m) “ Option ” shall mean an option to purchase shares of Common Stock granted pursuant to the Plan. All Options granted hereunder are not intended to
qualify as incentive stock options under Section 422 of the Code.
(n) “Optioned Stock ” shall mean the Common Stock subject to an Option.
(o) “ Optionee” shall mean an Outside Director who receives an Option.
(p) “ Outside Director” shall mean a Director who is not an Employee.
(q) “ Participant” shall mean an Outside Director who receives an Award hereunder.
(r) “Securities Act” shall mean the Securities Act of 1933, as amended.
(s) “Share” shall mean a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan.
(t) “ Subsidiary ” shall mean a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.
3. Shares Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum number of Shares which may be issued under the Plan after
July 14, 2003 (including pursuant to the exercise of Options outstanding as of such date) is 2,587,830 shares of Common Stock, of which not more than an
aggregate of 1,800,000 Shares shall be available for Full-Value Awards. If an Award granted hereunder expires, terminates, becomes unexercisable or is forfeited
for any reason, the underlying Shares shall become available for future grant under the Plan.
4. Administration of the Plan.
(a) Administrator . The Plan shall be administered by the Board or by the Committee appointed by the Board, which shall consist of two or more
members of the Board.
(b) Powers of the Committee . Subject to the provisions and restrictions of the Plan, the Committee shall have the authority, in its discretion, to:
(i) determine the Fair Market Value of the Common Stock; (ii) determine the exercise price per Share; (iii) interpret the Plan; (iv) subject to
Section 13, amend the Plan or any Award; (v) authorize any person to execute on behalf of the Company any agreements or other documents in
connection with the grant of an Award under the Plan; (vi) approve forms of agreement for use under the Plan; and (vii) make all other determinations
deemed necessary or advisable for the administration of the Plan.
(c) Effects of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final and binding on all holders of any
Awards granted under the Plan.
2