Oracle 2015 Annual Report Download - page 146

calendar months that such Outside Director served as Vice 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.
(vi) for the Chairperson of the Committee on Independence Issues. an Option to purchase 15,000 shares, provided that on such date the Outside
Director has served as Chairperson on the Committee on Independence Issues for at least one year; provided further that if such Outside
Director has served as Chairperson on the Committee on Independence Issues 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 Committee on Independence Issues 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.
(d) Other Stock Awards . The Board shall have the discretion to grant awards of restricted stock, restricted stock units, deferred shares or other stock-
based awards in lieu of the automatic Option grants (in whole or in part) pursuant to paragraphs (b) and (c) above. The number of Shares subject to
any such stock award granted pursuant to the foregoing sentence shall have an equivalent value, as determined on any reasonable basis by the Board,
to the number of Options that would have been granted. Any such stock award shall be subject to similar terms as would apply to options granted
under paragraphs (b) and (c) with respect to vesting or forfeiture schedules, treatment on termination of status as director, and transfer restrictions.
Subject to the foregoing limitations and provisions of the Plan, the terms and conditions of any such stock awards shall be set forth in the applicable
award agreement as determined by the Board.
(e) Additional Limitations .
(i) Notwithstanding the provisions hereof, in the event that a sufficient number of Shares is not available under the Plan for the grant of Awards,
the remaining Shares shall be prorated based upon the number of Shares each Director was entitled to receive under this Plan. Any further
grants shall then be deferred until such time, if any, as additional Shares become available for grant under the Plan. Subject to the terms of
Section 13 hereof, the Board shall have the authority at any time to make additional Shares available for grant under the Plan, subject to
obtaining stockholder approval of such increase to the extent required under Section 13(a) hereof.
(ii) Notwithstanding the provisions hereof, any grant made before the Company has obtained stockholder approval of the Plan, and any grant
made after amendment of the Plan where such amendment of the Plan requires stockholder approval under Section 13(a) hereof, shall be
conditioned upon obtaining such stockholder approval.
6. Terms and Conditions of Awards.
(a) Award Agreement. Each Option granted pursuant to this Plan shall be evidenced by an award agreement (“Award Agreement”) containing such
terms and conditions that are consistent with this Plan and as otherwise determined by the Committee.
(b) Exercise Price . With respect to any Options granted hereunder, the exercise price per share shall be 100% of the Fair Market Value per Share on the
date of grant of the Option, subject to adjustment to the extent provided in Section 12 hereof.
(c) Vesting . Unless otherwise determined by the Committee, the Shares shall vest and become exercisable at the rate of twenty-five percent (25%) of the
Shares subject to the Award on each anniversary of the date of grant.
(d) Term . The term of each Option shall be ten (10) years from the date of grant, unless (i) a shorter period is required to comply with any applicable
law, in which case such shorter period will apply or (ii) the Committee determines that a term of less than ten years shall apply.
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