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Search Executive Employment Agreement by:
Exhibit 10.24
[ORACLE USA, INC. LETTERHEAD]
June 20, 2005
Gregory B. Maffei
Dear Greg:
We are pleased to offer you the position of President and Chief Financial Officer with Oracle Corporation reporting to Lawrence J. Ellison. Your appointment as Chief Financial Officer will be effective the day following the filing of Oracle’s Form 10-K for fiscal year 2005. We offer you starting compensation at an annual rate of $800,000. In addition, you will be eligible to participate in the standard compensation plan for your position; for Oracle’s fiscal year 2006, your target bonus will be 100% of base salary. Even if you do not meet all targets for the payment of this bonus, provided you remain employed at the close of Oracle’s fiscal year 2006, you will be paid the $800,000 bonus in full. You will accrue paid vacation at the rate of 18 days per year, subject to the terms of Oracle’s vacation policy.
The following global functions will report to you: controllership (includes a number of financial and administrative functions), treasury, taxation, investor relations, real estate, manufacturing and distribution, customer leasing, human resources and legal (which also will have a dotted line to Oracle’s Chairman of the Board). While Oracle’s internal audit group reports directly to the Audit Committee, it will report indirectly to you, and you will have administrative oversight of it.
The Compensation Committee of Oracle’s Board of Directors (the “Compensation Committee”) has approved the terms set forth in this offer. Following the acceptance of this offer, a proposal will be submitted to the Board of Directors requesting approval to grant you an option to purchase 4,000,000 shares of common stock pursuant to the 2000 Long-Term Equity Incentive Plan, as amended (the “Plan”) with an effective grant date of the day you begin your Oracle employment. The option will be priced based upon Oracle’s stock price at the close of the market on the day prior to the option grant date. The option will be issued under a written agreement and will be subject to qualification under all applicable securities regulations. As long as you remain continuously employed by Oracle, you will be eligible to exercise your right to purchase one quarter of the option shares per year, beginning one year after the Board grants your option, subject to the terms of your written option agreement.
We agree that you will be able to work out of offices in both Seattle and Oracle headquarters. Oracle agrees to reimburse all reasonable documented business expenses you incur as part of your Oracle employment, and will gross up such expenses to the extent they are recorded as income. If you move to California, Oracle will pay reasonable, documented relocation expenses, not to exceed $500,000, in connection with your move from Seattle. In addition, Oracle will gross-up these reimbursed relocation expenses for applicable taxes.
If you are involuntarily terminated by Oracle other than for gross misconduct after appropriate notice and time to cure, provided the Company deems your actions capable of being cured (“Cause”), or if you resign for Good Reason (as defined below), prior to the second anniversary of your start date, you will execute a full release of claims and, in exchange, receive as severance a cash lump sum payment of $3,200,000 which shall be subjected to appropriate taxation. After the second anniversary of your start date, if you are involuntarily terminated, other than for Cause, or if you resign for Good Reason, you will execute a Release and, in exchange, receive a cash lump sum severance payment of one year’s base salary and pro-rated bonus, which shall be subjected to appropriate taxation. Good Reason for purposes of this letter agreement shall mean the occurrence, without your consent, of any material adverse change in your title, reporting relationship or responsibilities or any material breach by Oracle of this letter agreement.
This offer of employment is contingent upon your satisfactory completion of Oracle’s pre-employment background screening process, which will include education and employment verification as well as a criminal records search.
[ORACLE USA, INC. LETTERHEAD]
You agree to comply with the Insider Trading restrictions applicable to Oracle Officers and Directors for one fiscal quarter following your separation from Oracle, regardless of the reason for your separation. Among other things, under these restrictions, you are prohibited from trading in Oracle securities during the last month of the fiscal quarter and until two full trading days following Oracle’s earnings announcement for that fiscal quarter. Notwithstanding the foregoing, your proposed stock option referenced in this letter agreement shall be subject to the time limitations on exercise set forth in Section 6(i) of the Plan (the “Remaining Option Exercise Period”); provided that, subject to the approval of the Compensation Committee, if any “No Trading” period under Oracle’s Insider Trading Policy occurs during the Remaining Option Exercise Period, the Remaining Option Exercise Period shall be extended by the number of days equivalent to any such “No Trading” periods such that the total amount of time you will have to exercise the vested portion of this stock option shall be equal to the original Remaining Option Exercise Period.
Although Oracle policy is that its Executives may serve only on one outside Board of Directors, Oracle agrees that as an exception to this policy, you may remain on the Board of Directors of both Electronic Arts and Starbucks.
To accept this offer, please sign the enclosed Employment Agreement (be sure to confirm your intended start date with your manager), the Proprietary Information Agreement and all other documents required and return them to Oracle in the enclosed envelope. Employment and employee benefits can only begin after you have signed these documents and they have been received by our Employee Service Center. If you have any questions regarding these documents, please feel free to call our Employee Service Center at (888) 404-2494.
If you have any questions regarding the conditions of your offer, please feel free to call your manager, Lawrence J. Ellison at , or the Human Resources Sr. Vice President, Joyce Westerdahl at . This offer remains open until the 30th of June 2005. We look forward to having you begin work with us.
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Sincerely, |
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/s/ Joyce E. Westerdahl |
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