exv10w14



 








Exhibit 10.14


Description of the Fiscal Year 2005 Executive Bonus Plan



Eligibility. Participants in the Fiscal Year 2005 Executive Bonus Plan (the
“Bonus Plan”) are chosen solely at the discretion of Oracle Corporation’s
Committee on Compensation and Management Development (the “Compensation
Committee”) of the Board of Directors. Our Chairman, Chief Executive Officer,
our Presidents, all of our Executive Vice Presidents and certain of our Senior
Vice Presidents are eligible to be considered for participation in the Bonus
Plan. As of August 27, 2004, there were twelve persons chosen to participate
for fiscal year 2005. No person is automatically entitled to participate in the
Bonus Plan in any Bonus Plan year. Oracle may also pay discretionary bonuses,
or other types of compensation, outside 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, at
meetings held on August 13 and 27, 2004.



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 will be deductible 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 year 2005, and
certification of certain performance criteria established by the Compensation
Committee. For fiscal year 2005:





	 	(a)	 	Mr. Lawrence Ellison, our Chief Executive Officer; Mr. Jeff Henley,
our Chairman of the Board; Ms. Safra Catz, a President; and Mr. Harry
You, an Executive Vice President and Chief Financial Officer, will each
receive an award based on Oracle’s improvement in its operating profit
from fiscal year 2004 to fiscal year 2005;
	 
	 	(b)	 	Mr. Charles E. Phillips, Jr., a President, and each Executive Vice
President and one Senior Vice President directly responsible for sales
and consulting (collectively, the “Sales and Consulting Participants”)
will each receive an award based upon improvement in license and
outsourcing revenue growth in their respective areas of responsibility
from fiscal year 2004 to fiscal year 2005 and upon reaching and
exceeding targets with respect to licensing and consulting margins in
their respective areas of responsibility for fiscal year 2005; and
	 
	 	(c)	 	the Executive Vice Presidents (other than each Executive Vice
President directly responsible for sales or consulting) will each
receive an award based on improvement in either revenue growth or
operating profit, as the case may be, in their respective areas of
responsibility from fiscal year 2004 to fiscal year 2005.





The Compensation Committee adopted the performance criteria on August 13 and
27, 2004, within 90 days after the start of fiscal year 2005. Each Sales and
Consulting Participant’s total bonus under the Bonus Plan is calculated by
summing the applicable bonus for each target. For all participants, the
applicable bonus for their target or targets is related to the amount by
which each target is exceeded or missed. If the target bonus calculation
results in a negative number, the bonus for such target is zero. The details
of each of the formulas with respect to the criteria have not been included
in this description in order to maintain the confidentiality of our revenue
and margin expectations, which we believe are confidential commercial or
business information, the disclosure of which would adversely affect Oracle.
In the event of the termination or resignation of a participant during fiscal
year 2005, we intend to have the person who assumes the responsibilities of
that participant assume the same bonus structure as that participant, but
adjusted, as determined by the Compensation Committee, to take into account
that such person did not serve in that capacity for the entire fiscal year.


Payment of Awards. All awards will be paid in cash as soon as is practicable
following determination of the award, unless the Compensation Committee has,
prior to the grant of an award, received and approved, in its sole discretion,
a request by a participant to defer receipt of an award in accordance with the
Bonus Plan.



Maximum Award. The amounts that will be paid pursuant to the Bonus Plan are
not currently determinable. The maximum bonus payment that any participant may
receive under the Bonus Plan would be $7,500,000, less any other cash
compensation (including base salary) she or he receives with respect to fiscal
year 2005 (i.e., total cash compensation cannot exceed $7,500,000).




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Amendment and Termination. The Compensation Committee may terminate the Bonus
Plan, in whole or in part, suspend the Bonus Plan, in whole or in part from
time to time, and amend the Bonus Plan, from time to time, including the
adoption of amendments deemed necessary or desirable to correct any defect or
supply omitted data or reconcile any inconsistency in the Bonus Plan or in any
award granted thereunder, so long as stockholder approval has been obtained, if
required in order for awards under the Bonus Plan to qualify as
“performance-based compensation” under Section 162(m) of the Code. The
Compensation Committee may amend or modify the Bonus Plan in any respect, or
terminate the Bonus Plan, without the consent of any affected participant.
However, in no event may such amendment or modification result in an increase
in the amount of compensation payable pursuant to any award.



Termination of Employment. Should a participant’s employment with us terminate
for any reason during fiscal year 2005, the participant will not be eligible to
receive an award under the Bonus Plan.





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