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Description
of the Fiscal Year 2009 Executive Bonus Plan
Eligibility. Participants in the Fiscal Year 2009 Executive
Bonus Plan (the “Bonus Plan”) are chosen solely at the
discretion of the Compensation Committee. Our Chairman, Chief
Executive Officer, our Presidents and all of our Executive Vice
Presidents are eligible to be considered for participation in the
Bonus Plan. As of August 14, 2008, there were 10 persons
chosen to participate for fiscal 2009. 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 14, 2008.
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
2009, and certification of, certain performance criteria
established by the Compensation Committee. For fiscal
2009:
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(a)
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Mr. Ellison, our Chief
Executive Officer; Mr. Henley, our Chairman of the Board;
Ms. Catz, a President and our Chief Financial Officer; and
Mr. Phillips, a President, will each receive an award based on
Oracle’s improvement in its pre-tax profit on a non-GAAP
basis from fiscal 2008 to fiscal 2009;
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(b)
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each Executive Vice President
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
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Demand revenues in their respective
areas of responsibility from fiscal 2008 to fiscal 2009 and upon
reaching and exceeding targets with respect to licensing, On Demand
and consulting margins in their respective areas of responsibility
for fiscal 2009; and
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(c)
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each Executive Vice President not
directly responsible for sales or consulting will receive an award
based on the amount by which reve
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