Oracle 2015 Annual Report Download - page 145

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5. Equity Grants.
(a) Automatic Grants . All grants of Awards hereunder shall be automatic and nondiscretionary and shall be made in accordance with the provisions of
this Section 5, as may be amended by the Board or the Committee from time to time. The Committee shall determine the automatic grants of Awards
to be made hereunder, in all cases subject to the limitations set forth in Sections 5(b) and (c).
(b) Stockholder Approved Limitations on Initial Grants . In no event will Awards granted as initial grants to any individual who becomes an Outside
Director exceed a pro rata amount of 45,000 shares of Optioned Stock (or, with respect to Full-Value Awards, an equivalent value determined by the
Board pursuant to Section 5(d)), with such pro-ration based on the number of complete calendar months remaining in the Company’s fiscal year that
such individual became a non-employee director, which limit was previously approved by the Company’s stockholders.
(c) Stockholder Approved Limitations on Annual Grants In no event will Awards granted as annual grants to any Outside Director exceed the
following limits (denominated in number of shares of Optioned Stock or, with respect to Full-Value Awards, an equivalent value determined by the
Board pursuant to Section 5(d)), which were previously approved by the Company’s stockholders:
(i) for each Outside Director, an Option to purchase 45,000 shares.
(ii) for the Chairperson of the Finance and Audit Committee, an Option to purchase 45,000 shares, provided that on such grant date the Outside
Director has served as Chairperson on the Finance and Audit Committee for at least one year; provided further that if such Outside Director
has served as Chairperson on the Finance and Audit Committee for less than one year from such grant date, the foregoing limit shall be a pro
rata amount of 45,000 shares based on the number of complete calendar months that such Outside Director served as Chairperson on the
Finance and Audit Committee during the one year prior to such grant date. This grant shall be in addition to the options permitted under any
other provision of Section 5(c) hereof.
(iii) for the Chairperson of the Compensation Committee, an Option to purchase 45,000 shares, provided that on such date the Outside Director has
served as Chairperson on the Compensation Committee for at least one year; provided further that if such Outside Director has served as
Chairperson on the Compensation Committee for less than one year from such grant date, the foregoing limit shall be a pro rata amount of
45,000 shares based on the number of complete calendar months that such Outside Director served as Chairperson on the Compensation
Committee during the one year prior to such grant date. This grant shall be in addition to the options permitted under any other provision of
Section 5(c) hereof.
(iv) for the Chairperson of the Nomination and Governance Committee, an Option to purchase 15,000 shares, provided that on such date the
Outside Director has served as Chairperson on the Nomination and Governance Committee for at least one year; provided further that if such
Outside Director has served as Chairperson on the Nomination and Governance Committee for less than one year from such grant date, the
foregoing limit shall be a pro rata amount of 15,000 shares based on the number of complete calendar months that such Outside Director
served as Chairperson on the Nomination and Governance Committee during the one year prior to such grant date. This grant shall be in
addition to the options permitted under any other provision of Section 5(c) hereof.
(v) for the Vice Chairperson of the Finance and Audit Committee. an Option to purchase 30,000 shares, provided that on such date the Outside
Director has served as Vice Chairperson on the Finance and Audit Committee for at least one year; provided further that if such Outside
Director has served as Vice Chairperson on the Finance and Audit Committee for less than one year from such grant date, the foregoing limit
shall be a pro rata amount of 30,000 shares based on the number of complete
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