Exhibit 10.25
Description of the Fiscal Year
2010 Executive Bonus Plan
Eligibility.
Participants in the Fiscal
Year 2010 Executive Bonus Plan (the “Bonus Plan”) are
chosen solely at the discretion of the Compensation Committee. Our
Chairman, Chief Executive Officer, our Presidents, all of our
Executive Vice Presidents and one of our Senior Vice Presidents are
eligible to be considered for participation in the Bonus Plan. As
of October 7, 2009, there were 12 persons chosen to
participate for fiscal 2010. No person is automatically entitled to
participate in the Bonus Plan in any bonus plan year. We may
however pay discretionary bonuses, or other types of compensation,
outside the Bonus Plan which may or may not be deductible. However,
no employee has a guaranteed right to such discretionary
compensation as a substitute for a performance award in the event
that performance targets are not met or that stockholders fail to
approve the material terms of the Bonus Plan.
History.
The Compensation Committee approved the adoption
of the Bonus Plan, which is part of the overall compensation
program for our executives, on August 21, 2009.
Purpose.
The purpose of the Bonus Plan
is to motivate the participants to achieve our financial
performance objectives and to reward them when those objectives are
met with bonuses that are intended to be deductible by us to the
maximum extent possible as “performance-based
compensation” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the
“Code”).
Administration.
The Bonus Plan will be
administered by the Compensation Committee, consisting of no fewer
than two members of the Board, each of whom qualifies as an
“outside director” within the meaning of
Section 162(m) of the Code.
Determination of
Awards. Under
the Bonus Plan, participants will be eligible to receive awards
based upon the attainment, in fiscal 2010, and certification of,
performance criteria established by the Compensation Committee. For
fiscal 2010:
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(a)
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Mr. Ellison, our Chief Executive Officer;
Mr. Henley, our Chairman of the Board; Ms. Catz and
Mr. Phillips, our Presidents, Mr. Epstein, our Chief
Financial Officer and one of our Executive Vice Presidents, will
each receive an award based on Oracle’s improvement in its
pre-tax profit on a non-GAAP basis from fiscal 2009 to fiscal
2010;
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(b)
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four of our
Executive Vice Presidents and one of our Senior Vice Presidents
directly responsible for sales and consulting (collectively, the
“Sales and Consulting Participants”) will receive an
award based upon growth in license revenues, On Demand bookings
(i.e., amounts associated with contracts signed) and customer
relationship management On Demand revenues in their respective
areas of responsibility from fiscal 2009 to fiscal 2010 and upon
reaching and exceeding targets with respect to licensing, On Demand
and consulting margins in their respective areas of responsibility
for fiscal 2010; and
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(c)
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our Executive
Vice President of Oracle Customer Service will receive an award
based on the amount by which revenue growth in our customer
services business from fiscal 2009 to fiscal 2010 exceeded the
expense grow
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