Oracle 2015 Annual Report Download - page 148

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Outside Director’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the
Outside Director was entitled to exercise the Option at the date of termination. Notwithstanding the foregoing, in no event may the Option be
exercised after the expiration of the term set forth in Section 6.
(ii) If the Outside Director dies within three (3) months after the termination of Continuous Status as a Director, the Option may be exercised at
any time within six (6) months following the date of death by the Optionee’s estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Outside Director was entitled to exercise the Option at the date of termination.
Notwithstanding the foregoing, in no event may the Option be exercised after the expiration of the term set forth in Section 6.
11. Nontransferability of Awards. Awards granted under this Plan, and any interest therein, shall not be transferable or assignable by the Participant, and may not
be made subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the Participant only by the Participant; provided, however; that Awards held by a Participant may be transferred to such family members, trusts and
charitable institutions as the Committee, in its sole discretion, shall approve, unless otherwise restricted from such transfer under the terms of the Award. The
designation of a beneficiary by a Participant does not constitute a transfer.
12. Adjustment Upon Changes in Capitalization.
(a) Adjustment of Shares. In the event that the number of outstanding shares of Common Stock of the Company is changed by a stock dividend, stock
split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, the number of
Shares available under this Plan, the number of Shares deliverable in connection with any Award and, if applicable, the exercise price per Share
thereof shall be proportionately adjusted, subject to any required action by the Board or stockholders of the Company and compliance with applicable
securities laws; provided however, that no certificate or scrip representing fractional shares shall be issued and any resulting fractions of a share shall
be ignored.
(b) Change of Control . In the event of a dissolution or liquidation of the Company, a merger in which the Company is not the surviving corporation
(other than a merger with a wholly owned subsidiary or where there is no substantial change in the stockholders of the Company and the obligations of
the Company under this Plan are assumed by the successor corporation), the sale of substantially all of the assets of the Company, or any other
transaction described under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition of all or substantially all of the outstanding shares of the Company), all outstanding Awards, notwithstanding any contrary
terms of the Plan, shall accelerate and become vested and exercisable in full prior to and shall expire on the consummation of such dissolution,
liquidation, merger or sale of assets.
(c) Acceleration Upon Unfriendly Takeover . Notwithstanding anything in Section 12(b) hereof to the contrary, if fifty percent (50%) or more of the
outstanding voting securities of the Company become beneficially owned (as defined in Rule 13d-3 promulgated by the Securities and Exchange
Commission) by a person (as defined in Section 2(2) of the Securities Act and in Section 13(d)(3) of the Exchange Act) in a transaction or series of
transactions expressly disapproved by the Board, then all outstanding Awards under this Plan shall become immediately vested and exercisable with
no further act or action required by the Committee.
13. Amendment and Termination of the Plan.
(a) Amendment. The Board or the Committee may amend the Plan from time to time in such respects as the
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