exv10w28



 






    Exhibit 10.28



 




    Description
    of the Fiscal Year 2008 Executive Bonus Plan



 



    Eligibility.  Participants in the Bonus Plan
    are chosen solely at the discretion of the Compensation
    Committee. 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 23, 2007,
    there were 12 persons chosen to participate for fiscal year
    2008. No person is automatically entitled to participate in the
    Bonus Plan in any bonus plan year. We may also 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 23, 2007.



 



    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 year 2008, and certification of certain
    performance criteria established by the Compensation Committee.
    For fiscal year 2008:



 



	(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 year 2007 to fiscal year 2008;






 


	(b)	 	each Executive Vice President and two Senior Vice
    Presidents directly responsible for sales and consulting
    (collectively, the “Sales and Consulting
    Participants”) will receive an award based upon growth in
    license revenues, customer relationship management On Demand
    revenues and outsourcing bookings (i.e., contracts signed
    associated with our On Demand business) in their respective
    areas of responsibility from fiscal year 2007 to fiscal year
    2008 and upon reaching and exceeding targets with respect to
    licensing, outsourcing and consulting margins in their
    respective areas of responsibility for fiscal year 2008; and





 



	(c)	 	each Executive Vice President and one Senior 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 year 2007
    to fiscal year 2008 exceeded the expense growth of their
    respective areas of responsibility from fiscal year 2007 to
    fiscal year 2008.




 



    The Compensation Committee adopted the performance measures on
    August 23, 2007, within 90 days after the start of
    fiscal year 2008. 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 year 2008, 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, 2008, 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 year 2008 would be
    $10,893,000. The maximum bonus payment that any other
    participant may receive under the Bonus Plan for fiscal year
    2008 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 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.