Oracle 2015 Annual Report Download - page 147

7. Eligibility . Awards hereunder may be granted only to Outside Directors. The Plan shall not confer upon any Outside Director any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may
have to terminate his or her directorship at any time.
8. Payment Upon Exercise. Payment of the exercise price of any Award shall be made (i) by cash or check; (ii) to the extent not prohibited by the Board or by
applicable law, and provided that a public market for the Company’s stock exists, through a “same day sale” commitment from the Participant and a broker-dealer
that is a member of the National Association of Securities Dealers (an “NASD Dealer”) whereby Participant irrevocably elects to exercise the Award and to sell a
portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the
exercise price directly to the Company; or (iii) as otherwise determined by the Board and as permitted by applicable law or regulation.
9. Withholding Taxes . Whenever, under the Plan, Shares are to be issued pursuant to any Award granted hereunder, the Company shall have the right to require
the recipient to remit to the Company an amount of cash sufficient to satisfy any applicable federal, state or local income and employment tax withholding
requirements prior to the delivery of any certificate or certificates for such Shares.
10. Exercise of Options.
(a) Procedure for Exercise . An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Option Agreement by the person entitled to exercise the Option and full payment for the Shares has been received by
the Company in accordance with Section 8 hereof. An Option may not be exercised for a fraction of a Share.
(b) Rights as a Stockholder. Notwithstanding the exercise of the Option, until the issuance (as evidenced by the appropriate entry on the books of a duly
authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock. A stock certificate for the number of Shares so acquired shall be issued to the Optionee as
soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right if the record date is prior to the date the stock
certificate is issued.
(c) Termination of Status as Director. Except as set forth in Section 10(d) or (e), if an Outside Director ceases to serve as a Director, he or she may, but
only within three (3) months (or such other period of time not exceeding six (6) months as is determined by the Board) after the date he or she ceases
to be a Director of the Company, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination.
Notwithstanding the foregoing, in no event may the Option be exercised after its term set forth in Section 6 has expired. To the extent that such
Outside Director was not entitled to exercise an Option at the date of termination, or if such Outside Director does not exercise such Option (which he
or she was entitled to exercise) within the time specified, the Option shall terminate.
(d) Disability of Director. Notwithstanding the provisions of Section 10(c) above, in the event an Outside Director is unable to continue his or her service
as a Director with the Company as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may,
within six months from the date of such termination, exercise his or her Option to the extent he or she was entitled to exercise it at the date of such
termination. Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of the term set forth in Section 6. To the
extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option (which he or she
was entitled to exercise) within the time specified herein, the Option shall terminate.
(e) Death of Optionee. In the event of the death of an Outside Director:
(i) If the Outside Director dies during the term of the Option, is a Director at the time of his or her death and has been in Continuous Status as a
Director since the date of grant of the Option, the Option may be exercised at any time within six (6) months following the date of death by the
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