Exhibit 10.03
ORACLE CORPORATION
AMENDED AND RESTATED 1993 DIRECTORS’ STOCK PLAN
(as amended and adjusted for stock splits
through July 13, 2009)
1. Establishment and
Purpose.
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(a)
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Establishment. There is hereby adopted the Amended and Restated
1993 Directors’ Stock Plan (the “ Plan ”)
of Oracle Corporation, a Delaware corporation (the
“Company”), which amends and restates the 1993
Directors’ Stock Option Plan which was originally adopted
May 24, 1993, and was amended and restated on October 13,
2003, October 9, 2006 and July 14, 2008. The Plan is
intended to provide a means whereby eligible members of the Board
of Directors of the Company may be given an opportunity to acquire
shares of Common Stock of the Company.
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(b)
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Purpose. The purpose of the Plan is to enable the Company
to attract and retain the best available individuals for service as
members of the Board of Directors of the Company, to provide
additional incentive to such individuals while serving as
directors, and to encourage their continued service on the Board of
Directors.
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2. Definitions.
As used herein, the following
definitions shall apply:
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(a)
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“
Award ” shall mean any Option or other stock-based
award granted hereunder.
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(b)
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“
Board” shall mean the Board of Directors of the
Company.
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(c)
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“
Code” shall mean the Internal Revenue Code of 1986, as
amended.
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(d)
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“Committee ” shall mean the Committee or Committees
referred to in Section 4 of the Plan. If at any time no
Committee shall be in office or appointed by the Board to
administer the Plan, then the functions of the Committee specified
in the Plan shall be exercised by the Board.
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(e)
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“Common Stock ” shall mean the Common Stock, $.01 par
value per share, of the Company.
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(f)
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“
Company” shall mean Oracle Corporation, a Delaware
corporation.
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(g)
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“
Continuous Status as a Director ” shall mean the
absence of any interruption or termination of service as a
Director.
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(h)
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“
Director ” shall mean a member of the
Board.
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(i)
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“Employee” shall mean any person, including any officer or
Director, who is an employee of the Company, or any Subsidiary of
the Company, for purposes of tax withholding under the Code. The
payment of a director’s fee by the Company shall not be
sufficient in and of itself to constitute “employment”
by the Company.
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(j)
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“Exchange Act ” shall mean the Securities Exchange Act
of 1934, as amended.
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(k)
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“Fair
Market Value ”
shall mean, as of any date, the value of Common Stock determined as
follows, unless otherwise determined by the Committee:
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(i)
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the last
reported sale price of the Common Stock of the Company on NASDAQ
or, if no such reported sale takes place on any such day, the
average of the closing bid and asked prices, or
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(ii)
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if such Common
Stock shall then be listed on another national securities exchange,
the last reported sale price or, if no such reported sale takes
place on any such day, the average of the closing bid and asked
prices on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or
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(iii)
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if such Common
Stock shall not be quoted on NASDAQ nor listed or admitted to
trading on another national securities exchange, then the average
of the closing bid and asked prices, as reported by The Wall Street
Journal for the over-the-counter market, or
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(iv)
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if none of the
foregoing is applicable, then the Fair Market Value of a share of
Common Stock shall be determined in good faith by the Committee in
its discretion.
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(l)
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“
Option ” shall mean an option to purchase shares of
Common Stock granted pursuant to the Plan. All Options granted
hereunder are not intended to qualify as incentive stock options
under Section 422 of the Code.
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(m)
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“Optioned Stock ” shall mean the Common Stock subject to
an Option.
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(n)
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“
Optionee” shall mean an Outside Director who receives
an Option.
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(o)
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“
Outside Director” shall mean a Director who is not an
Employee.
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(p)
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“
Participant” shall mean an Outside Director who
receives an Award hereunder.
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(q)
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“Securities Act”
shall mean the Securities Act of
1933, as amended.
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(r)
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“Share” shall mean a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan.
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(s)
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“
Subsidiary ” shall mean a “subsidiary
corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.
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3. Shares Subject to the
Plan. Subject to the
provisions of Section 12 of the Plan, the maximum number of
Shares which may be issued under the Plan after July 14, 2003
(including pursuant to the exercise of Options outstanding as of
such date) is 8,000,000 shares of Common Stock, of which not more
than an aggregate of 1,800,000 Shares shall be available for Awards
granted pursuant to Section 5(d) of the Plan. If an Award
granted hereunder expires, terminates, becomes unexercisable or is
forfeited for any reason, the underlying Shares shall become
available for future grant under the Plan.
4. Administration of the
Plan.
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(a)
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Administrator. The Plan shall be administered by the Board or
by the Committee appointed by the Board, which shall consist of two
or more members of the Board.
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(b)
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Powers of
the Committee. Subject to
the provisions and restrictions of the Plan, the Committee shall
have the authority, in its discretion, to: (i) determine the
Fair Market Value of the Common Stock; (ii) determine the
exercise price per Share; (iii) interpret the Plan;
(iv) subject to Section 13, amend the Plan or any Award;
(v) authorize any person to execute on behalf of the Company
any agreements or other documents in connection with the grant of
an Award under the Plan; (vi) approve forms of agreement for
use under the Plan; and (vii) make all other determinations
deemed necessary or advisable for the administration of the
Plan.
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(c)
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Effects of
Committee’s Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all
holders of any Awards granted under the Plan.
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5. Option grants.
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(a)
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Automatic
Grants. All grants of
Options hereunder shall be automatic and nondiscretionary and shall
be made in accordance with the provisions of this Section 5,
as may be amended by the Board or the Committee from time to
time.
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(b)
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Initial
Grants. As of the date on
which any individual becomes an Outside Director, such individual
shall be granted automatically an Option to purchase 60,000
shares.
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(c)
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Subsequent
Grants. On May 31 of
each year:
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(i)
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each Outside
Director shall be granted automatically an option to purchase
45,000 shares, provided that on such date the Outside Director has
served on the Board for at least six months.
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(ii)
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the Chairperson
of the Finance and Audit Committee shall be granted automatically
an Option to purchase 45,000 shares, provided that on such grant
date the Outside Director has served on the Finance and Audit
Committee for at least one year. If such Outside Director has
served on the Finance and Audit Committee for less than one year
from such grant date, such Outside Director shall be granted
automatically an Option to purchase a pro rata amount of 45,000
shares based on the number of complete calendar months that such
Outside Director served on the Finance and Audit Committee during
the one year prior to such grant date. This grant shall be in
addition to the options granted under any other provision of
Section 5(c) hereof.
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(iii)
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the Chairperson
of the Compensation Committee shall be granted automatically an
Option to purchase 45,000 shares, provided that on such date the
Outside Director has served on the Compensation Committee for at
least one year. If such Outside Director has served on the
Compensation Committee for less than one year from such grant date,
such Outside Director shall be granted automatically an Option to
purchase a pro rata amount of 45,000 shares based on the number of
complete calendar months that such Outside Director served on the
Compensation Committee during the one year prior to such grant
date. This grant shall be in addition to the options granted under
any other provision of Section 5(c) hereof.
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(iv)
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the Chairperson
of the Nomination and Governance Committee shall be granted
automatically an Option to purchase 15,000 shares, provided that on
such date the Outside Director has served on the Nomination and
Governance Committee for at least one year. If such Outside
Director has served on the Nomination and Governance Committee for
less than one year from such grant date, such Outside Director
shall be granted automatically an Option to purchase a pro rata
amount of 15,000 shares based on the number of complete calendar
months that such Outside Director served on the Nomination and
Governance Committee during the one year prior to such grant date.
This grant shall be in addition to the options granted under any
other provision of Section 5(c) hereof.
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(v)
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the Vice
Chairperson of the Finance and Audit Committee shall be granted
automatically an Option to purchase 30,000 shares, provided that on
such date the Outside Director has served on the Finance and Audit
Committee for at least six months. If such Outside Director has
served on the Finance and Audit Committee for less than six months
from such grant date, such Outside Director shall be granted
automatically an Option to purchase a pro rata amount of 30,000
shares based on the number of complete calendar months that such
Outside Director served on the Finance and Audit Committee during
the six months prior to such grant date. This grant shall be in
addition to the options granted under any other provision of
Section 5(c) hereof.
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(vi)
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the Chairperson
of the Committee on Independence Issues shall be granted
automatically an Option to purchase 15,000 shares, provided that on
such date the Outside Director has served on the Committee on
Independence Issues for at least six months. If such Outside
Director has served on the Committee on Independence Issues for
less than six months from such grant date, su
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