ORACLE CORPORATION DEFERRED COMPENSATION PLAN

Exhibit 10.01

The information contained herein has been provided by Oracle Corporation and is solely the responsibility of
Oracle Corporation.

ORACLE CORPORATION
DEFERRED COMPENSATION PLAN

(Amended and Restated January 1, 2008)

TABLE OF CONTENTS

ORACLE CORPORATION
DEFERRED COMPENSATION PLAN

(Amended and Restated January 1, 2008)

Oracle Corporation, a Delaware Corporation, has established this unfunded plan to provide deferred compensation for a select group of management and highly compensated employees. The Plan is effective as of January 1, 2008 and governs deferrals of compensation vesting after December 31, 2004. All amounts previously deferred and vested under the Oracle Corporation 1993 Deferred Compensation Plan (the “Prior Plan”) before January 1, 2005, and any amounts credited as earnings thereon, are governed by the terms of the Prior Plan in effect on October 3, 2004. Nothing in this Plan affects amounts that were deferred and vested under the Prior Plan before January 1, 2005 or any amounts credited as earnings thereon. It is intended that all amounts deferred and vested under the Prior Plan, and any amounts credited as earnings thereon, are exempt from Code section 409A under its grandfathering rules.

RECITALS

WHEREAS, those employees identified by the Compensation Committee of the Board of Directors of the Company or the committee designated to administer this Plan in accordance with Section 9 as eligible to participate in this Plan are employed by the Company or any other corporation or trade or business that has adopted the Plan with the approval of the Company (each of whom are referred to hereafter as the “Employer” or collectively as the “Employers”); and

WHEREAS, the Company desires to maintain an unfunded deferred compensation plan for the benefit of those employees and their beneficiaries;

NOW THEREFORE, the Company hereby establishes this deferred compensation plan.

SECTION 1
DEFINITIONS

     1.1 “Account” means a separate account established under this Plan for an Eligible Employee who makes a deferral election under Section 3.

     1.2 “Base Salary” means an Employee’s regular compensation without reduction for compensation deferred pursuant to all qualified and non-qualified plans of any Employers, but excluding all of the following: bonuses, commissions, overtime, incentive payments, non-monetary awards, retention payments, and other special compensation.

     1.3 “Beneficiary” means the beneficiary that a Participant designates to receive his or her Account upon the Participant’s death.

     1.4 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

     1.5 “Committee” means the Compensation Committee of the Board of Directors of the Company. The Senior Vice President of Human Resources and those persons he or she designates in writing are hereby delegated the authority to act on behalf of the Committee to administer the Plan in accordance with Section 9. The authority to amend and terminate the Plan in accordance with Section 8 is not delegated and, therefore, lies solely with the Compensation Committee of the Board of Directors of the Company.

     1.6 “Company” means Oracle Corporation, a Delaware corporation, and any successor organization.

     1.7 “Eligible Employee” means an Employee who is eligible to participate in the Plan under Section 2.1.

     1.8 “Employee” means a person employed by an Employer.

     1.9 “Employer” means the Company and any other corporation or trade or business within the Employer Group that adopts the Plan with the Company’s approval. A list of adopting Employers is attached to this Plan as Appendix 3 and shall be kept by the Committee.

     1.10 “Employer Group” means the group of entities (whether or not organized in corporate form and whether or not organized in the United States) owned 50 percent or more by the Company or by an affiliate of the Company that is, itself, owned 50 percent or more by the Company.

     1.11 “Hardship” is defined in Section 3.6.

     1.12 “Participant” means a person with an Account. Status as a Participant ceases when the Participant’s entire Account has been distributed.

     1.13 “Plan” means the Oracle Corporation Deferred Compensation Plan, as amended.

     1.14 “Termination of Employment” means “separation from service” as defined in Code section 409A.

     1.15 “Trust” or “Trust Agreement” means the Oracle Corporation 1993 Deferred Compensation Plan Trust Agreement, including any amendments, entered into between Employer and the Trustee to carry out the provisions of the Plan subject to Section 6.1.

     1.16 “Trust Fund” means the cash and other properties held and administered by the Trustee in accordance with the Trust Agreement to carry out the provisions of the Plan.

     1.17 “Trustee” means the designated trustee acting at any time under the Trust Agreement.

     1.18 “Variable Compensation” means bonuses and commissions, as designated by the Committee.

SECTION 2
ELIGIBILITY

     2.1 Eligibility. Eligibility to participate in the Plan in a calendar year is limited to Employees of Employers who are selected by the Committee (or its designee), in its sole discretion, and (i) whose annualized base salary in United States dollars determined as of September 30 of the prior calendar year equals or exceeds $165,000 (or another amount established by the Committee), or (ii) who participated in the Plan in the prior calendar year. The Committee also may select for eligibility an Employee whose base salary reaches $165,000 in a given year. For purposes of this Section 2.1, “base salary” means an Employee’s regular compensation without reduction for compensation deferred under all qualified and non-qualified plans of Employers, but excluding all of the following: bonuses, commissions, overtime, incentive payments, non-monetary awards, retention payments, and other special compensation. Eligibility is generally effective annually as of the first day of a calendar year, but the Committee may, in its sole discretion, allow eligibility effective as of the start of a calendar quarter, semi-annual period, or another date it establishes.

SECTION 3
DEFERRED COMPENSATION

     3.1 Deferred Compensation. An Eligible Employee’s participation in the Plan will commence when he or she makes a deferral election. Deferral of compensation under the Plan will occur in the amount and at the time provided in this Section 3.1 and in Section 3.3, and will not be effective until the Eligible Employee has complied with the election procedures in Section 3.3. Each Eligible Employee may elect, in accordance with Section 3.3, to defer annually the receipt of a percentage of the Base Salary and Variable Compensation that he or she earns during each calendar year or portion of a calendar year that the Employee is an Eligible Employee. The maximum amount permitted to be deferred from Base Salary and Variable Compensation is the amount remaining after all deductions for other benefits and taxes are first deducted from the gross payment. Any Base Salary or Variable Compensation deferred under this Section will be recorded in an Account, maintained in the name of the Participant, and credited as a dollar amount equal to the total amount of Base Salary and/or Variable Compensation deferred during each calendar year under the Plan, together with deemed earnings credited in accordance with Section 3.6. The percentage of Base Salary and Variable Compensation that an Eligible Employee elects to defer will remain constant until suspended or modified by another election made in accordance with Section 3.3.

     3.2 Payment of Account Balances. The Account of a Participant who does not make a distribution election under (a) below will be distributed in a lump sum on the first

distribution date after his or her Termination of Employment, in accordance with Section 3.2(d).

     (a) An Eligible Employee may elect to receive distributions upon (i) Termination of Employment or (ii) the later of age 59 ¹ / 2 or Termination of Employment. An Eligible Employee may also elect to receive distributions in a lump sum or in quarterly installments over a period of five years or 10 years. These elections must be made when the Eligible Employee first elects to defer compensation under the Plan, in accordance with Section 3.3 and any procedures established by the Committee.

     (b) No Participant may change a distribution election more than a total of three times. Any change in distribution election will apply to all amounts in an Account and must be made in accordance with procedures established by the Committee. A change in distribution election will not be effective for at least 12 months after the date of the election and must defer payment no less than five years after the date payment would otherwise have been made or commenced. An election to change an age 59 ¹ / 2 or other permissible fixed date distribution must be made no less than 12 months before the previously elected distribution date.

     (c) Notwithstanding any other provision of this Plan, upon Termination of Employment by reason of death, a deceased Employee’s Beneficiary will be entitled to a lump sum distribution of all amounts credited to the deceased Employee’s Account in accordance with Section 3.2(d). Upon the death of a Participant after Termination of Employment, the balance of the Participant’s Account will be distributed to his or her Beneficiary in one lump sum (notwithstanding any election to receive distributions under clause (ii) of Section 3.2(a) or in installments), in accordance with Section 3.2(d).

     (d) A distribution upon a Participant’s attainment of age 59 ¹ / 2 or Termination of Employment by reason of death will be made or commence on the 17 ^th day of the month (or the first business day after the 17 ^th ) following the calendar quarter in which the distribution event under this Section 3.2 occurs. For Participants whose attainment of age 59 ¹ / 2 or Termination of Employment by reason of death occurs within the first 10 days of a calendar quarter, payment shall occur or commence on the 17 ^th day of the month (or the first business day after the 17 ^th ) in which the Termination of Employment occurs if the Company can reasonably process the payment by the 10th day of the month; otherwise, payment shall occur or commence on the 17 ^th day of the month (or the first business day after the 17 ^th ) after the end of the calendar quarter during which the attainment of age 59 ¹ / 2 or Termination of Employment by reason of death occurs.

     A distribution upon Termination of Employment for any reason other than death will be made or commence on the 17 ^th day of the first month (or the first business day after the 17 ^th ) of the third calendar quarter following the calendar quarter in which the Termination of Employment triggering a distribution occurs. For Participants whose Termination of Employment occurs within the first 10 days of a calendar quarter, a distribution will be made or commence on the 17 ^th day of the first month (or the first business day after the 17 ^th ) of the second calendar quarter following the calendar quarter in which the Termination of Employment triggering a distribution occurs. Subsequent

distributions, if any, will be made on