exv10w24






Exhibit 10.24



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:




	 	(a)	 	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;
	 
	 	(b)	 	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
	 
	 	 	 	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
	 
	 	(c)	 	each Executive Vice President not directly responsible for
sales or consulting will receive an award based on the
amount by which revenue growth in their respective areas of
responsibility from fiscal 2008 to fiscal 2009 exceeded the
expense growth of their respective areas of responsibility
from fiscal 2008 to fiscal 2009.




The Compensation Committee adopted the performance measures on August 14, 2008, within 90 days
after the start of fiscal 2009. Each Sales and Consulting Participant’s total bonus amount under
the Bonus Plan is calculated by summing the applicable individual bonuses for each performance
measure. For all participants, the applicable individual bonus for their performance measure or
measures is related to the amount by which the target for each performance measure is exceeded or
missed. If the individual performance target bonus calculation results in a negative number, the
individual bonus for such performance measure is zero. The details of each of the formulas with
respect to the criteria have not been included in this proxy statement in order to maintain the
confidentiality of our revenue, profit, expense and/or 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 2009, we may
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 by August 15, 2009, unless a participant has
requested to defer receipt of an award in accordance with the Oracle’s Deferred Compensation Plan.



 









 




Maximum Award. The amounts that will be paid pursuant to the Bonus Plan are not currently
determinable. The maximum bonus payment that our Chief Executive Officer may receive under the
Bonus Plan for fiscal 2009 would be $13,623,000. The maximum bonus payment that any other
participant may receive under the Bonus Plan for fiscal 2009 is based on a fixed multiple of a
target bonus for such participant and would be less than the maximum bonus payment that our Chief
Executive Officer may receive under the Bonus Plan.


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 to 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. In order to be eligible for an award under the Bonus Plan, a
participant must be actively employed by us through the date of payment. If a participant’s
employment with us terminates for any reason prior to such date of payment, the participant will
not be eligible for any award under the Bonus Plan, and no award under the Bonus Plan will be paid
to the participant (determined without regard to any election by a participant to defer receipt of
an award).


Federal Income Tax Consequences. Under present federal income tax law, participants will
realize ordinary income equal to the amount of the award received in the year of receipt. That
income will be subject to applicable income and employment tax withholding by Oracle. In the event
that a participant has requested to defer receipt of an award, FICA taxes will be applied in the
year the award is deferred, and income tax withholding will be collected in the year of ultimate
payment. We will receive a deduction for the amount constituting ordinary income to the
participant, provided that the Bonus Plan satisfies the requirements of Section 162(m) of the Code,
which limits the deductibility of nonperformance-related compensation paid to certain corporate
executives, and otherwise satisfies the requirements for deductibility under federal income tax
law.