UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

Oracle Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

500 Oracle Parkway

Redwood City, California 94065

August 21, 2009September 7, 2010

To our Stockholders:

You are cordially invited to attend the 20092010 Annual Meeting of Stockholders of Oracle Corporation. Our Annual Meeting will be held on Wednesday, October 7, 2009,6, 2010, at 10:00 a.m., in the Oracle Conference Center, located at 350 Oracle Parkway, Redwood City, California.

We describe in detail the actions we expect to take at the Annual Meeting in the attached Notice of 20092010 Annual Meeting of Stockholders and proxy statement. We have also made available

Included with this proxy statement is a copy of our Annual Report on Form 10-K for our fiscal year 2009.2010. We encourage you to read the Form 10-K, which includes information on our operations, products and services, as well as our audited consolidated financial statements.

This year, we will again be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about August 21, 2009, we will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the Form 10-K and vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of your proxy materials. We will not be mailing the Notice to stockholders who had previously elected either to receive notices and access the proxy materials and vote completely electronically via the Internet or to receive paper copies of the proxy materials.

Please use this opportunity to take part in our corporate affairs by voting on the business to come before this meeting.Whether or not you plan to attend the meeting, please vote electronically via the Internet, or by telephone, or if you requested paper copies of the proxy materials, please complete, sign, dateby completing, signing, dating and returnreturning the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope.See “How Do I Vote?” in the proxy statement for more details. Voting electronically, by telephone or returning your proxy card does NOT deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting. If you cannot attend the meeting in person, we invite you to watch the proceedings via webcast by going to www.oracle.com/investor.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Lawrence J. Ellison

Chief Executive Officer

Sincerely,

Lawrence J. Ellison

Chief Executive Officer

500 Oracle Parkway

Redwood City, California 94065

 

 

NOTICE OF 20092010 ANNUAL MEETING OF STOCKHOLDERS

 

 

 

TIME AND DATE		10:00 a.m., Pacific Time, on Wednesday, October 7, 2009.6, 2010
PLACE		Oracle Conference Center, 350 Oracle Parkway, Redwood City, CA 94065
LIVE WEBCAST		Available on our web site at www.oracle.com/investor, starting at 10:00 a.m., Pacific Time, on Wednesday, October 7, 2009.6, 2010
ITEMS OF BUSINESS		(1)    To elect the Board of Directors to serve for the next year.
		(2)    To approve the adoption of the Fiscal Year 2010Oracle Corporation Executive Bonus Plan.
		(3)    To approve the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan.
		(4)    To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2010.2011.
		(4)(5)    To consider and to act on stockholder proposals, if properly presented at the Annual Meeting.
		(5)(6)    To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
RECORD DATE		In order to vote, you must have been a stockholder at the close of business on August 10, 2009.9, 2010
PROXY VOTING		It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares electronically via the Internet, or by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials.card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement.
MEETING ADMISSION		You are entitled to attend the Annual Meeting only if you are a stockholder as of the close of business on August 9, 2010, the record date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of Oracle stock on the record date. This can be a brokerage statement or letter from a bank or broker indicating ownership on August 9, 2010, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders must also present a form of photo identification such as a driver’s license. We will be unable to admit anyone who does not present identification or refuses to comply with our security procedures.
		Dorian Daley Senior Vice President, General Counsel & Secretary August 21, 2009September 7, 2010

ORACLE CORPORATION

20092010 ANNUAL MEETING

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT

August 21, 2009September 7, 2010

We are providing these proxy materials in connection with Oracle Corporation’s 20092010 Annual Meeting of Stockholders. The Notice of Internet Availability of Proxy Materials, thisThis proxy statement, anythe accompanying proxy card or voting instruction card and our 20092010 Annual Report on Form 10-K were first made availablesent to stockholders on or about August 21, 2009.September 10, 2010. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors of Oracle is soliciting your vote at the 20092010 Annual Meeting of Stockholders.

What is the purpose of the Annual Meeting?

You will be voting on:

What are the Board of Directors’ recommendations?

The Board recommends a vote:

Who is entitled to vote at the Annual Meeting?

The Board of Directors set August 10, 2009,9, 2010, as the record date for the Annual Meeting (the “record date”). All stockholders who owned Oracle common stock at the close of business on August 10, 2009,9, 2010, may attend and vote at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a paper copy of proxy materials?

We are permitted to furnish proxy materials, including this proxy statement and our 2009 Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you revoke it.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot in person at the meeting.

Why didn’t I receive a notice in the mail regarding the Internet availability of proxy materials?

Stockholders who previously electedDue to accesscertain circumstances relating to this Annual Meeting, we were unable to furnish proxy materials overto our stockholders using the Internet will not receive a Notice in the mail.“Notice and Access” method. However, we intend to use that delivery method for future meetings. You should have received an email with links to the proxy materials and online proxy voting. Additionally, if you previously requested paper copies of the proxy materials or if applicable regulations require delivery of the proxy materials, you will not receive the Notice.

If you received a paper copy of the proxy materials or the Notice of Internet Availability of Proxy Materials by mail, you can eliminate all such paper mailings in the future by electing to receive an email that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. Please go to www.oracle.com/investor or www.proxyvote.com to request complete electronic delivery.

How many votes do I have?

You will have one vote for each share of our common stock you owned at the close of business on the record date, provided those shares are either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares as a stockholder of record and beneficial owner?

Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A.,BNY Mellon Shareowner Services, you are considered the stockholder of record with respect to those shares, and the Notice or these proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us, to vote electronically or to vote in person at the Annual Meeting. If you have requested printed proxy materials, weWe have enclosed a proxy card for you to use.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,”name”, and the Notice or these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote

these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, yourYour broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.

How many votes can be cast by all stockholders?

Each share of Oracle common stock is entitled to one vote. There is no cumulative voting. We had 5,015,098,7905,030,660,407 shares of common stock outstanding and entitled to vote on the record date.

How many votes must be present to hold the Annual Meeting?

A majority of our outstanding shares as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.”“quorum”. Shares are counted as present at the Annual Meeting if you are present and vote in person at the Annual Meeting or by telephone or on the Internet or a proxy card has been properly submitted by you or on your behalf. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

How many votes are required to elect directors?

Directors are elected by apluralityof the votes cast. This means that the twelve individuals nominated for election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person, electronically or by proxy) will be elected.

While directors are elected by a plurality of votes cast, our Corporate Governance Guidelines include a majority voting policy for directors. This policy states that in an uncontested election, any director nominee who receives an equal or greater number of votes “WITHHELD” from his or her election as compared to votes “FOR” such election and no successor has been elected at such meeting, the director nominee must tender his or her resignation following certification of the stockholder vote. The Nomination and Governance Committee of the Board is required to make recommendations to the Board of Directors with respect to any such tendered resignation. The Board of Directors will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale.

Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director nominee; abstentions are not counted for purposes of the election of directors. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “WITHHELD” vote, your shares will be counted for purposes of determining whether there is a quorum and will have a similar effect as a voteagainstthat director nominee under our majority voting policy for directors. Full details of our majority voting policy are set forth in our Corporate Governance Guidelines available on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

How many votes are required to adopt the other proposals?

The approval of the Fiscal Year 2010Oracle Corporation Executive Bonus Plan, approval of the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm and each of the stockholder proposals requires the affirmative vote of amajorityof the shares of Oracle common stock represented at the Annual Meeting and entitled to vote on the matter in order to be approved. If your shares are represented at the Annual Meeting but you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, and the abstention will have the same effect as a voteagainstthat proposal.

What if I don’t give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

then your shares will be voted in accordance with the recommendations of the Board of Directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, the shares will be voted in accordance with your instructions.

Beneficial Owners. If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters such as stockholder proposalsdirector elections and our executive bonus plan.compensation plans.

If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered“broker non-votes”with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to that proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires a majority of the votes cast. With respect to a proposal that requires approval of a

majority of the outstanding shares (there are no such proposals in this proxy statement this year)statement), a broker non-vote has the same effect as a vote against the proposal.

Please note that this year the rules regarding how brokers may vote your shares have changed. Brokers may no longer vote your shares on the election of our directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

Can I change my vote after I voted?

Yes. Even if you voted by telephone or on the Internet or if you requested paper proxy materials and signed the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote at any time before it is voted at the meeting.Annual Meeting. You can revoke your proxy or change your vote at any time before it is exercised at the meetingAnnual Meeting by giving written notice to the Corporate Secretary of Oracle, specifying such revocation. You may change your vote by a later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy or by voting by ballot at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a legal proxy from your broker, bank or nominee.

What does it mean if I receive more than one Notice, proxy or voting instruction card?

It generally means that some of your shares are registered differently or are in more than one account. Please provide voting instructions for all Notices, proxy and voting instruction cards you receive.

Who can attend the Annual Meeting?

AllOnly stockholders as of the record date, or their duly appointed proxies, may attend. Each stockholder may also bring one guestNo guests will be allowed to attend the Annual Meeting if there is space available.Meeting.

What do I need to attend the Annual Meeting and when should I arrive?

The Annual Meeting will be held at the Oracle Conference Center, 350 Oracle Parkway, Redwood City, California. Admission to the Annual Meeting will begin at 9:00 a.m. Seating will be limited.We recommend you arrive early to ensure that you are seated by the commencement of the Annual Meeting at 10:00 a.m.

In order to be admitted to the Annual Meeting, you must be a stockholder mustand present proof of ownership of Oracle stock on the record date.date, August 9, 2010. This can be the Notice, a brokerage statement or letter from a bank or broker indicating ownership on August 10, 2009,9, 2010, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders mustYou will also be asked to present a form of photo identification such as a driver’s license.

When you arrive, signs will direct you to the appropriate meeting rooms. Please note that due to security reasons, all bags may be subject to search, and all persons who attend the meetingAnnual Meeting may be required to pass through a metal detector. We will be unable to admit anyone who does not comply with these security procedures. Cameras, transmission, broadcasting and other recording devices, including certain mobile phones, will not be permitted in the meeting rooms.

If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, we will be unable to admit you to attend in person.

Can I watch the Annual Meeting on the Internet?

Yes, our Annual Meeting also will be webcast on October 7, 2009.6, 2010. You are invited to visit www.oracle.com/investor, at 10:00 a.m., Pacific Time, to view the live webcast of the Annual Meeting. An archived copy of the webcast also will be available on our website at www.oracle.com/investor following the Annual Meeting through October 14, 2009.13, 2010.

Who pays for the proxy solicitation and how will Oracle solicit votes?

We will bear the expense of printing, mailing and distributing these proxy materials and soliciting votes. We have retained D.F. King & Co., Inc. to solicit proxies and to separately prepare a stockholder vote analysis of certain proposals for an aggregate fee of approximately $10,000, plus customary costs and expenses. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, electronic communications or otherwise. They will not be paid any additional compensation for such solicitation. We will request brokers and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. We have also retained Georgeson Inc. to solicit proxies and to separately prepare a stockholder vote analysis of certain proposals for an aggregate fee of approximately $15,000, plus customary costs and expenses.

Is a list of stockholders available?

The names of stockholders of record entitled to vote at the Annual Meeting will be available to stockholders entitled to vote at this meetingthe Annual Meeting for ten days prior to the Annual Meeting for any purpose relevant to the Annual Meeting. This list can be viewed between the hours of 9:00 a.m. and 5:00 p.m. at our principal executive offices at 500 Oracle Parkway, Redwood City, California. Please contact Oracle’s Corporate Secretary to make arrangements.

How do I find outWho will count the voting results?votes?

We have engaged IVS Associates, Inc. to serve as the independent inspector of elections for the Annual Meeting.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in our Quarterlya Current Report on Form 10-Q for the fiscal quarter ending November 30, 2009, which8-K that we willexpect to file with the U.S. Securities and Exchange Commission (the “SEC”). within four business days after the Annual Meeting. After the Form 10-Q8-K is filed, you may obtain a copy by visiting our website or contacting our Investor Relations Department by calling 650-506-4073, by writing to Investor Relations Department, Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065 or by sending an email to investor_us@oracle.com.

What if I have questions about lost stock certificates or I need to change my mailing address?

Stockholders may contact our transfer agent, Computershare Trust Company, N.A.,BNY Mellon Shareowner Services, by calling 1-877-282-11681-866-278-4885, by emailing shrrelations@bnymellon.com, or writing to Computershare Trust Company, N.A., c/o Computershare Investor Services, Inc.BNY Mellon Shareowner Services., P.O. Box 43078, Providence, Rhode Island 02940-3078,358015, Pittsburgh, PA, 15252-8015, or visit their website at www.computershare.com/equiservewww.bnymellon.com/shareowner/isd to get more information about these matters.

What if I need to change my email address?

Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. If you need to change the email address we use to mail proxy materials to you or if you wish to sign up to receive future mailings via email, please go to www.oracle.com/investor or www.proxyvote.com to request complete electronic delivery and supply the appropriate email address.

6

BOARD OF DIRECTORS

IncumbentNominees for Directors

Information concerning our incumbent directors, as of August 10, 2009, all of whom have been nominatednominees for election to the Board at the Annual Meeting is set forth below. Our board of directors consists of twelve nominees, eleven of whom stood for election at our last annual meeting of stockholders. We refer to these eleven directors as the “incumbent directors” in this proxy statement. Charles E. Phillips resigned as President and as a Board member on September 5, 2010. Mark V. Hurd was unanimously appointed by the Board as President and unanimously elected by the Board as a director on September 6, 2010 to fill the vacancy on the Board created by Mr. Phillips’ resignation, and will stand for election as a director at the Annual Meeting along with our eleven incumbent directors.

Our Corporate Governance Guidelines (which are described in detail below under “Corporate Governance—Corporate Governance Guidelines”) contain Board membership qualifications that apply to Board nominees recommended by the Nomination & Governance Committee (the “Governance Committee”). The Governance Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, dynamic and effective Board to represent the interests of the stockholders. In selecting nominees, the Governance Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish areas of core competency of the Board, including, among others, industry knowledge and experience; management, accounting and finance expertise; and demonstrated business judgment, leadership and strategic vision. As described above, the Governance Committee and the Board value a diversity of backgrounds, experience, perspectives and leadership in different fields when identifying Board nominees.

Below we identify and describe the key experience, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of Oracle’s businesses and industry.

The experiences, qualifications and skills of each director that the Board considered in their nomination are included below following their individual biographies. Unless otherwise indicated, each position with Oracle described in each director’s biography below refers to Board or committee membership and/or employment currently with Oracle and, prior to January 31, 2006, with Oracle Systems Corporation, formerly known as Oracle Corporation and currently a wholly owned subsidiary of Oracle. The Board concluded that each nominee should serve as a director based on the specific experience and attributes listed below and in the case of incumbent directors, the direct personal knowledge of each nominee’s previous service on the Board, including the insight and collegiality each nominee brings to the Board’s functions and deliberations.

Jeffrey S. Berg, 62,63, has served as a Director since February 1997, as a member of the Compensation Committee and Nomination & Governance Committee (“Governance Committee”) since October 2001 and as Chairman of the Compensation Committee since June 2006.

He has been an agent in the entertainment industry for over 35 years and the Chairman and Chief Executive Officer of International Creative Management, Inc., a talent agency for the entertainment industry, since 1985. He has served as Co-Chair of California’s Council on Information Technology and was President of the Executive Board of the College of Letters and Sciences at the University of California at Berkeley. He is currently on the Board of Trustees of the Anderson School of Management at the University of California at Los Angeles.

Key Director Qualifications

As Chief Executive Officer (CEO) of ICM, Mr. Berg brings to the Board over 25 years of leadership experience running one of the world’s preeminent full service talent agencies in the entertainment industry. Mr. Berg’s experience as CEO and as a representative of some of the world’s most well-known celebrities offers the Board a unique perspective with respect to managing a global brand in rapidly-changing industries and in management, compensation, and operational matters.

H. Raymond Bingham, 63,64, has served as a Director and as a member of the Finance and Audit Committee (the “F&A Committee”) since November 2002, as a member and Chairman of the Committee on Independence Issues (the “Independence Committee”) since July 2003 and as a member and Chairman of the Governance Committee since August 2005. He has been a Managing Director of General Atlantic LLC, a leading global private equity firm providing capital for growth companies driven by information technology or intellectual property, since November 2006. From August 2005 to October 2006, Mr. Bingham was a self-employed private investor. He was Executive Chairman of the Board of Directors of Cadence Design Systems, Inc., a supplier of electronic design automation software and services, from May 2004 to July 2005 and served as a director of Cadence from November 1997 to July 2005. Prior to being Executive Chairman, he served as President and Chief Executive Officer of Cadence from April 1999 to May 2004 and as Executive Vice President and Chief Financial Officer from April 1993 to April 1999. Mr. Bingham also currently serves as a director of Flextronics International Ltd., STMicroelectronics N.V., Spansion Inc. and Dice Holdings, Inc.

Key Director Qualifications

As the former Chief Executive Officer of Cadence, Mr. Bingham brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. In particular, Mr. Bingham’s experience in leading Cadence’s global expansion into India, China and Russia and the extension of Cadence’s technology leadership through a series of strategic acquisitions, internal research and development and venture investments provides the Board with a perspective readily applicable to challenges faced by Oracle. Mr. Bingham’s current role at General Atlantic requires him to be very familiar with companies driven by information technology or intellectual property. In addition, the Board benefits from Mr. Bingham’s financial expertise and significant audit and financial reporting knowledge, including his experience as the former Chief Financial Officer of Cadence. Mr. Bingham’s service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

Michael J. Boskin, 63,64, has served as a Director since April 1994, as a member of the F&A Committee since July 1994 and Vice Chair of the F&A Committee since August 2005, and as a member of the Governance Committee since July 1994. He is the Tully M. Friedman Professor of Economics and Hoover Institution Senior Fellow at Stanford University, where he has been on the faculty since 1971. He is Chief Executive Officer and President of Boskin & Co., Inc., a consulting firm. He was Chairman of the President’s Council of Economic Advisers from February 1989 until January 1993. Dr. Boskin also currently serves as a director of Exxon Mobil Corporation.

Key Director Qualifications

Dr. Boskin is recognized internationally for his research on world economic growth, tax and budget theory and policy, U.S. saving and consumption patterns, and the implications of changing technology and demography on capital, labor, and product markets. He brings to the Board significant economic and financial expertise and provides the Board with a unique perspective on a number of challenges faced by Oracle due to its global operations, including, for example, questions regarding international tax and monetary policy, treasury

functions, currency exposure, general economic and labor trends and risks. In addition, Dr. Boskin’s experience as Chief Executive Officer of his consultancy firm and as a director of large, complex global organizations provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

Safra A. Catz, 47,48, has been oura President since January 2004 and has served as a Director since October 2001. She was our Chief Financial Officer from November 2005 until September 2008 and Interim Chief Financial Officer from April 2005 until July 2005. She served as ouran Executive Vice President from November 1999 to January 2004 and Senior Vice President from April 1999 to October 1999. She also currently serves as a director of HSBC Holdings plc.

Key Director Qualifications

In her current role at Oracle, Ms. Catz is primarily responsible for all operations at Oracle other than product development, sales and marketing, consulting and support. Ms. Catz leads the execution of our acquisition strategy and integration of acquired companies and products. As a member of our Board, we benefit from Ms. Catz’s 11 years with Oracle and her unique expertise regarding Oracle’s strategic vision, management and operations. Prior to coming to Oracle, Ms. Catz developed deep technology industry experience as a managing director with the investment banking firm Donaldson, Lufkin & Jenrette from 1997 to 1999 covering the technology industry. Through this experience, Ms. Catz brings valuable insight regarding the technology industry, generally, and in particular in the execution of our acquisition strategy. In addition, Ms. Catz’s service as a director of another large, complex global organization provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

Bruce R. Chizen, 53,54, has served as a Director since July 2008 and as an alternate member of the F&A Committee since October 2008. He is currently an independent consultant and has served as Senior Adviser to Permira Advisers LLP since July 2008.2008 and as a Venture Partner at Voyager Capital since August 2009. Mr. Chizen served as a strategic adviser to Adobe Systems Incorporated, a provider of design, imaging and publishing software for print, Internet and dynamic media production, from November 2007 through November 2008. From December 2000 to November 2007, Mr. Chizen served as Chief Executive Officer of Adobe and as its President from April 2000 to January 2005. He also served as Adobe’s acting Chief Financial Officer from November 2006 to February 2007. From August 1998 to April 2000 he was Adobe’s Executive Vice President, Products and Marketing. Mr. Chizen joined Adobe Systems in August 1994 and held various positions in its

Consumer Products Division and Graphics Products Division. He served as a director of Adobe from December 2000 to April 2008. Mr. Chizen also currently serves as a director of Synopsys, Inc.

Key Director Qualifications

As the former Chief Executive Officer of Adobe, Mr. Chizen brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. In particular, Mr. Chizen’s experience in heading the extension of Adobe’s product leadership provides the Board with a perspective applicable to challenges faced by Oracle. In addition, Mr. Chizen’s current roles at Permira and Voyager require him to be very familiar with companies driven by information technology or intellectual property, which provides the Board with valuable insights in its deliberations regarding Oracle’s acquisition and product strategies. In addition, the Board benefits from Mr. Chizen’s financial expertise and significant audit and financial reporting knowledge, including his experience as the former acting Chief Financial Officer of Adobe. Mr. Chizen’s service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

George H. Conrades, 70,71, has served as a Director since January 2008 and as a member of the Governance Committee since July 2008. He has been Executiveserved as Chairman of Akamai Technologies, Inc., a service provider for accelerating and improving the delivery of content and applications over the Internet, since May 2005.2005 and as a Venture Partner at Polaris Venture Partners, an early stage investment company, since August 1998. He served as Chairman and CEO of Akamai Technologies from April 1999 to May 2005. Mr. Conrades also currently serves as a director of Harley-Davidson, Inc. and Ironwood Pharmaceuticals, Inc.

Key Director Qualifications

As the former Chief Executive Officer of Akamai, Mr. Conrades brings to the Board first-hand experience in successfully leading and managing a large, complex global organization in the technology industry. Mr. Conrades’ experience provides the Board with a perspective applicable to challenges faced by Oracle. In addition, Mr. Conrades’ current role at Polaris requires him to be very familiar with growth companies, including those driven by information technology or intellectual property, which provides the Board with valuable insights in its deliberations regarding Oracle’s acquisition and product strategies. Mr. Conrades’ service as a director of large, complex global organizations, as well as smaller private companies, provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

Lawrence J. Ellison 64,, 65, has been Chief Executive Officer and a Director since he founded Oracle in June 1977. He served as Chairman of the Board from May 1995 to January 20042004.

Key Director Qualifications

Mr. Ellison is Oracle’s founder and washas served as our Chief Executive Officer since we commenced operations in June 1977. Mr. Ellison is widely regarded as a membertechnology visionary and one of the Executive Committee from December 1985world’s most successful business executives. Mr. Ellison’s familiarity and knowledge of our technologies and product offerings are unmatched. He continues to July 2008, whenlead the Committee was eliminated.development and execution of our business, technology and acquisition strategies and for more than 30 years has successfully steered Oracle in new strategic directions in order to adapt to and stay ahead of our competition and changing industry trends. Mr. Ellison is our largest stockholder, owning approximately 23% of the outstanding shares of our common stock, directly aligning his interests with those of all of our stockholders.

Hector Garcia-Molina, 55,56, has served as a Director since October 2001 and as a member of the Compensation Committee and the Independence Committee since August 2005. He has been the Leonard Bosack and Sandra Lerner Professor in the Departments of Computer Science and Electrical Engineering at Stanford University since October 1995 and served as Chairman of the Department of Computer Science from January 2001 to December 2004. He has been a professor at Stanford University since January 1992. From August 1994 until December 1997, he was the Director of the Computer Systems Laboratory at Stanford University.

Key Director Qualifications

Widely regarded as an expert in computer science, Mr. Garcia-Molina brings to the Board significant technical expertise in the fields of computer science, generally, and database technology, specifically. Mr. Garcia-Molina is the author of numerous books, journal articles, papers and reports documenting his research on a variety of technology subjects, including distributed computing systems, digital libraries and database systems. Mr. Garcia-Molina is a Fellow of the Association for Computing Machinery and the American Academy of Arts and Sciences and, from 1997 to 2001, was a member the President’s Information Technology Advisory Committee. Mr. Garcia-Molina also serves as a Venture Advisor for Onset Ventures and is a member of technical advisory boards of numerous private companies. In these roles, and as a former director of other public companies, Mr. Garcia-Molina has helped oversee the strategy and operations of other technology companies and brings a valuable technical and industry-specific perspective to the Board’s consideration of Oracle’s product strategy, competitive positioning and current and future technology trends.

Jeffrey O. Henley, 64,65, has served as the Chairman of the Board since January 2004 and as a Director since June 1995. He served as ouran Executive Vice President and Chief Financial Officer from March 1991 to July 2004.

Key Director Qualifications

As a member of our Board, we benefit from Mr. Henley’s 19 years with Oracle and his significant expertise and knowledge regarding our strategic vision, management and operations. Mr. Henley meets regularly with significant Oracle customers and is instrumental in closing major commercial transactions worldwide. This role allows Mr. Henley to remain close to our customers and the technology industry, generally. Mr. Henley also

brings to the Board significant financial and accounting expertise from his service as our former Chief Financial Officer, as well as CFO and other finance positions held by Mr. Henley prior to his joining Oracle.

Mark Hurd, 53, was elected as a director and appointed as our President on September 6, 2010. Prior to joining us, he served as Chairman of Hewlett-Packard Company from September 2006 to August 2010 and as Chief Executive Officer, President and a member of the Board of HP from April 2005 to August 2010. Prior to joining HP, Mr. Hurd served as Chief Executive CommitteeOfficer of NCR Corporation, a technology company, from March 2003 to March 2005 and as President from July 19952001 to July 2008, whenMarch 2005. Mr. Hurd also currently serves as a director of News Corporation, but will not stand for re-election to that board of directors at News Corp’s October 15, 2010 annual meeting.

Key Director Qualifications

In his current role at Oracle, Mr. Hurd is responsible for sales and marketing, consulting, support and Oracle’s industry-specific global business units. As a member of our Board, we will benefit from Mr. Hurd’s insight as he helps guide Oracle’s sales and marketing efforts, manages our support and consulting organizations and acts as a primary contact for our customers. As the Committee was eliminated.former Chief Executive Officer of HP and NCR, Mr. Hurd brings to the Board first-hand experience in successfully leading and managing large, complex global sales, support and consulting organizations in the technology industry. Mr. Hurd’s hardware experience is particularly important to us given our recent acquisition of Sun Microsystems, Inc. In addition, Mr. Hurd’s prior experience as Chairman of HP’s board and as a director of another large, public company provides the Board with important perspectives in its evaluation of Oracle’s practices and processes.

Donald L. Lucas, 79,80, has served as a Director since March 1980. He was Chairman of the Board from October 1980 to May 1990. He has served as a member of the F&A Committee since December 1982, as Chairman of the F&A Committee since 1987 and as a member of the Independence Committee since October 1999. He was a member and Chairman of the Executive Committee from December 1985 to July 2008, when the Committee was eliminated. He has been a self-employed venture capitalist since 1967. He also currently serves as a director of Cadence Design Systems, Inc., DexCom, Inc., Vimicro International Corporation, and 51job, Inc. and Spansion, Inc.

Charles E. Phillips, Jr., 50, has beenKey Director Qualifications

Mr. Lucas brings to the Board 30 years of association with Oracle, which began when Mr. Lucas was one of our Presidentfirst venture investors. His unique historical perspective on Oracle is valuable in the Board’s consideration of Oracle’s operations and has servedstrategy as well as the Board’s interactions with management. In addition, Mr. Lucas is highly regarded for his business judgment and significant investment and financial expertise and experience. Mr. Lucas’ success as a Director since January 2004.venture capitalist across a variety of industries, including technology, is well-known both domestically and internationally and provides the Board and Oracle with a valuable network of contacts around the world. He served as our Executive Vice President, Strategy, Partnerships, and Business Development, from May 2003 to January 2004. Mr. Phillips also currently serveshas extensive experience over the course of his career as a director and advisor to a large number of Viacom Inc.small and Morgan Stanley.large multinational companies, as well as private companies, including many technology companies, where he has helped oversee strategy, risk, and financial and accounting matters. This deep operational and financial expertise is valuable to the Board in its oversight of Oracle’s business.

Naomi O. Seligman,71,72, has served as a Director since November 2005 and as a member of the Compensation Committee since June 2006. She has been a senior partner at Ostriker von Simson, a technology research firm which chairs the CIO Strategy Exchange, a forum which brings together senior executives in vital quadrants of the IT sector, since June 1999. From 1977 until June 1999, Ms. Seligman served as a co-founder and senior partner of the Research Board, Inc., a private sector institution sponsored by 100 chief information officers from major global corporations. Ms. Seligman also currently serves as a director of The Dun & Bradstreet Corporation and Akamai Technologies, Inc.

DuringKey Director Qualifications

As senior partner at Ostriker von Simson and co-partner of the CIO Strategy Exchange, and in her prior role as a co-founder and senior partner of the Research Board, Ms. Seligman is recognized as a thought leader in the

technology industry. Ms. Seligman also serves as a director of large multinational companies, where she helps oversee global strategy and operations which provides our last quarterBoard with important perspectives in its evaluation of fiscal 2009, Jack F. Kemp,Oracle’s practices and processes. As a member of our Board, we also benefit from Ms. Seligman’s unique experience and customer-focused perspective and the Board of Directors, passed away. The term of Mr. Kemp’s directorship would have expired atvaluable insights gained from the Annual Meeting.relationships she maintains throughout the technology industry.

Board Meetings

Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board are kept informed of our business through discussions with our Chairman, Chief Executive Officer, Presidents, Chief Financial Officer, Corporate Secretary and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings of the Board and its committees. The Board met elevensix times during fiscal 2009:2010: four were regularly scheduled meetings and seventwo were special meetings. Each director attended at least 75% of all Board and applicable Committeecommittee meetings (held during the period that such director served) in fiscal 2009.2010.

Committees, Membership and Meetings

The current standing committees of the Board are the Finance and Audit Committee, the Nomination & Governance Committee, the Compensation Committee and the Committee on Independence Issues. The table below provides membership information during fiscal 2009 membership and2010, as well as meeting information for each such Board committee. The membership of each Board committee is expected to remain the same in fiscal 2010.

Fiscal 2009 Committee Memberships during Fiscal 2010

The Finance and Audit Committee

The primary functions of the F&A Committee are to provide advice with respect to financial matters, to oversee our accounting and financial reporting processes and the audits of our financial statements, to assist the Board of Directors in fulfilling its oversight responsibilities regarding audit, finance, accounting, tax and legal compliance and to evaluate merger and acquisition transactions and investment transactions proposed by our management. In particular, the F&A Committee is responsible for overseeing the engagement, independence and services of our independent auditors. The F&A Committee’s primary responsibilities and duties are to:

The F&A Committee held executive sessions with our independent auditors on fivesix occasions in fiscal 2009.2010. The F&A Committee operates under a written charter adopted by our Board of Directors. The F&A Committee monitors legislative and regulatory developments affecting corporate governance practices for U.S. public companies, and, from time to time, makes recommendations to our Board for revision of the F&A Committee charter to reflect such developments and evolving best practices. The F&A Committee charter is posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

The Independence Committee has determined that each member of the F&A Committee, satisfiesincluding the alternate member, during fiscal 2010, satisfied both the SEC’s additional independence requirementrequirements for members of audit committees and the other requirements of the NASDAQ Stock Market LLC (“NASDAQ”) for members of audit committees. In addition, the Board has determined that each of Donald L. Lucas and H. Raymond Bingham qualifies as an “audit committee financial expert” as defined by the SEC rules.

The Nomination & Governance Committee

The Governance Committee has responsibility for monitoring corporate governance matters, including periodically reviewing the composition and performance of the Board and its committees (including reviewing the performance of individual directors) and overseeing our Corporate Governance Guidelines. The Governance Committee also considers and recommends qualified candidates for election as directors of Oracle. The Governance Committee charter is posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

The Compensation Committee

The primary functions of the Compensation Committee are to:

The Compensation Committee helps us to attract and retain talented executive personnel in a competitive market and operates under a written charter adopted by the Board. The Compensation Committee charter was last amended in July 2010 and is posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

The Compensation Committee meets at scheduled times during the year, meets in executive session without management present and holds additional meetings from time to time, as necessary. In fiscal 2009,2010, the Compensation Committee met sixteen11 times.

In determining any component of executive or director compensation, the Compensation Committee considers the aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and Corporate Secretary support the Compensation Committee in its work.

At the start of each fiscal year in connection with our executive bonus plan,Executive Bonus Plan, the Compensation Committee reviews and approves the annual performance objectivesgoals for Oracle and our executive officers. After the end of each fiscal year, the Compensation Committee evaluates the degree to which Oracle and our executives have met or exceeded their goals. The Compensation Committee may exercise its discretion to reduce bonus amounts paid under the executive bonus planExecutive Bonus Plan but may not increase them beyond the amounts determined based on the criteria approved at the beginning of the year. See Proposal No. 2 included elsewhere in this proxy statement for details regarding the Executive Bonus Plan.

Please see the section titled “Executive Compensation – Compensation—Stock Options and Option Grant Administration” included elsewhere in this proxy statement for a discussion of the Compensation Committee’s role as the administrator of our stock plans and for a discussion of our policies and practices regarding when we grant our stock options.

Risk Assessment of Compensation Policies and Practices

The Compensation Committee, in consultation with management and Compensia, Inc., the committee’s outside advisor, over the course of several committee meetings has assessed the compensation policies and practices applicable to our executives and other employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on Oracle.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has ever been an officer or employee of Oracle or of any of our subsidiaries or affiliates. During the last fiscal year, none of our executive officers served on the board of directors or on the compensation committee of any other entity, any officers of which served either on our Board or on our Compensation Committee.

There are no related person transactions between us and any member of our Compensation Committee. However, Ms. Seligman, a member of our Compensation Committee, is currently a director of Akamai Technologies, Inc., with which we have a business relationship as described under “Related Party Transactions – “Transactions with Related Persons—Sales of SoftwareProducts and Services”. The transactions between Oracle and Akamai may be considered related person transactions because another of our directors, George H. Conrades, iswas an executive officer of Akamai until August 2010 and not because of Ms. Seligman’s position as a director of Akamai.

The Committee on Independence Issues

The Independence Committee is charged with reviewing and approving individual transactions, or a series of related transactions, involving amounts in excess of $120,000 between us (or any of our subsidiaries) and any of our affiliates, such as an executive officer, director or owner of 5% or more of our common stock. The Independence

Committee’s efforts are intended to ensure that each proposed related partyperson transaction is on terms that, when taken as a whole, are fair to us. If any member of the Independence Committee would derive a direct or indirect benefit from a proposed transaction, he is excused from the review and approval process with regard to that transaction. The role of the Independence Committee also encompasses the monitoring of related partyperson relationships as well as reviewing proposed transactions and other matters for potential conflicts of interest and possible corporate opportunities in accordance with our Supplemental Conflict of Interest Policy for Senior Officers. The Independence Committee also evaluates the independence of each non-management director as defined by NASDAQ listing standards. The Independence Committee charter is posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

Director Compensation

Our directors play a critical role in guiding our strategic direction and overseeing the management of Oracle. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors.

The many responsibilities and risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our directors’ continued performance by paying compensation commensurate with our directors’ workload. Our non-employee directors are compensated based upon their respective levels of board participation and responsibilities, including service on board committees. Several of our

directors serve on more than one committee. Annual cash retainers and formula stock option grants to the non-employee directors are intended to correlate to the responsibilities of each such director.

OurIn fiscal 2010, our employee directors were Messrs. Ellison, Henley and Phillips and Ms. Catz,Catz. None of our employee directors receive no separate compensation for serving as directors of Oracle.

Cash Retainer and Meeting Fees for Non-Employee Directors

During fiscal 2009,2010, each of our non-employee directors received (a) an annual retainer of $52,500 for serving as a director of Oracle and (b) each of the applicable retainers and fees set forth below for serving as a chair or vice chair or as a member of one or more of the committees of the Board.

For fiscal 2010, the above fees will remain the same as the fees for fiscal 2009, except that in July 2009, the Compensation Committee retainer was increased to $25,000, the additional annual retainer for the Chair of the Compensation Committee was increased to $25,000 and the per meeting fee for Compensation Committee meetings was increased to $3,000. The fees for the Compensation Committee were increased on the basis of a number of factors, including the considerable time demands placed upon the Compensation Committee (which met 16 times during fiscal year 2009, with 100% attendance at each meeting), and the increasing complexity of executive compensation matters.

Directors’ Equity Compensation

Non-employee directors also participate in our Amended and Restated 1993 Directors’ Stock Plan (the “Directors’ Plan”) which provides for stock options, restricted stock or other equity-based grants and awards to directors for their services. Non-employee directors currently receive the following grants of options to purchase our common stock under the Directors’ Plan:

In addition, weWe make additional annual grants of options to non-employee directors who also serve as the chair or vice chair of certain committees of the Board. Each of these grants is made on May 31 of each year to the director who, as of the date of grant, had served as a member of the relevant committee for one year (or, in the case of the vice chair of the F&A Committee, served as vice chair of the F&A Committee for six months). During fiscal 2009,2010, the following additional option grants were made:

All options granted to our non-employee directors vest 25% per year over four years on each anniversary of the date of grant. The vesting of our non-employee directors’ stock options will fully accelerate upon a transaction that results in a change-in-control of Oracle (including by dissolution, liquidation, merger or sale of substantially all of Oracle’s assets) or upon 50% or more of Oracle’s outstanding voting securities being acquired in a transaction that is expressly disapproved by the Board. For fiscal 2010, the above mentioned option grants to committee chairs will remain the same, except that in July 2009, the equity grant to the Compensation Committee Chair was increased to 45,000 shares.

Director Compensation for Fiscal 20092010

The following table provides summary information concerning cash and other compensation we paid to non-employee directors for fiscal 2009.2010. As further described above, non-employee directors receive cash retainers for Board membership, committee membership and committee chairmanship; cash fees for Board and committee meetings attended; and option grants for Board membership and committee chairmanship. Some of our non-employee directors serve on more than one committee. See “Committees, Membership and Meetings” above for a list of committees on which each director served during fiscal 2009.2010.

(3)	The following table provides additional information concerning the option awards of our non-employee directors for fiscal 2009:

(c)(2)

As a resultThe following table provides additional information concerning the option awards of Mr. Kemp’s deathour non-employee directors for fiscal 2010:

CORPORATE GOVERNANCE

We regularly monitor developments in the area of corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as rules adopted by the SEC and NASDAQ. We believe that we have in place procedures and practices, including the following, which are designed to enhance our stockholders’ interests.

Corporate Governance Guidelines

The Board has approved Corporate Governance Guidelines for Oracle.Oracle (the “Guidelines”). The Guidelines, which were last amended in April 2010, are posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor, and deal with the following matters:

The Guidelines require that all members of the F&A, Compensation, Governance and Independence Committees must be “independent,” each in accordance with or as defined in the rules adopted by the SEC and NASDAQ. The Independence Committee makes this determination annually. The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of Oracle. Directors have full and free access to officers and employees of Oracle and may ask such questions and conduct investigations as they deem appropriate to fulfill their duties.

Conflicts of interest expectations for our non-employee directors are addressed in our Guidelines and provide that non-employee directors must:

The General Counsel must report all such disclosures to the Independence Committee, and the Board must consider such disclosures and other available information and take such actions as it considers appropriate. All directors are

expected to comply with Oracle’s Code of Ethics and Business Conduct, except that for our non-employee directors, the provisions regarding conflicts of interest in the Guidelines supersede these same provisions in the Code of Ethics and Business Conduct.

Board members are expected to attend the Annual Meeting of Stockholders. Except for Mr. Conrades, allAll Board members who were members of the Board on the date of last year’s Annual Meeting of Stockholders attended last year’s Annual Meeting.

The Guidelines provide for regular executive sessions to be held by non-managementnon-employee directors. The Guidelines also provide that the Board or Oracle will establish or provide access to appropriate orientation programs or materials for the benefit of newly elected directors, including presentations from senior management and visits to Oracle’s facilities.

Board members and executive officers are also required to own shares of Oracle stock. The Governance Committee sets and periodically reviews and makes changes to these ownership requirements. All directors are currently required to own at least 5,000 shares of our common stock. Any new members of the Board will be required to own 1,000 shares of our common stock within one year of the date such director joins the Board and to own 5,000 shares within two years of such date. All executive officers are currently required to own at least 5,000 shares of our common stock. Any new executive officer will be required to own 1,000 shares of our common stock within one year of the date such person becomes an executive officer and to own 5,000 shares within two years of such date. We believe that all of our Board members and executive officers are in compliance with these ownership requirements.

Under the Guidelines, the Board periodically evaluates the appropriate size of the Board and may make any changes it deems appropriate. The Governance Committee will periodically conduct self-evaluations to determine whether the Board and its committees are functioning effectively, and the results of these evaluations are reported to the Board. The Compensation Committee is required under the Guidelines to conduct an annual review of the CEO’s performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEO is providing the best leadership for Oracle in the longshort and shortlong term.

The Guidelines are posted on, and we intend to disclose any future amendments to the Guidelines on, our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

Majority Voting Policy

The Guidelines set forth our majority voting policy for directors, which states that, in an uncontested election, if any director nominee receives an equal or greater number of votes “WITHHELD” from his or her election as compared to votes “FOR” such election (a “Majority Withheld Vote”) and no successor has been elected at such meeting, the director nominee shall tender his or her resignation following certification of the stockholder vote.

The Governance Committee shall promptly consider the resignation offer and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant, including, but not limited to:

The Board will act on the Governance Committee’s recommendation within 90 days following certification of the stockholder vote. Thereafter, the Board will promptly publicly disclose in a report furnished to the SEC its decision regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. The Board may accept a director’s resignation or reject the resignation. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to our bylaws. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

Any director who tenders his or her resignation pursuant to this policy shall not participate in the Governance Committee recommendation or Board action regarding whether to accept the resignation offer. However, if a majority of the members of the Governance Committee received a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote shall appoint a committee amongstamong themselves to consider any resignation offers and recommend to the Board whether to accept them.such resignation offers.

Through this policy, the Board seeks to be accountable to all stockholders and respects the right of stockholders to express their views through their vote for directors. However, the Board also deems it important to preserve sufficient flexibility to make sound evaluations based on the relevant circumstances in the event of a greater than or equal to 50% “WITHHELD” vote against a specific director. For example, the Board may wish to assess whether the sudden resignations of one or more directors would materially impair the effective functioning of the Board. The Board’s policy is intended to allow the Board to react to situations that could arise if the resignation of multiple directors would prevent a key committee from achieving a quorum. The policy also would allow the Board to assess whether a director was targeted for reasons unrelated to his or her Board performance at Oracle. The policy imposes a short time frame for the Board to consider a director nominee’s resignation. The Board expects that, as in the past, nominees will be elected by a significant majority of “FOR” votes.

Board Leadership Structure

The roles of Chairman of the Board and Chief Executive Officer have been split by our Board. Mr. Henley is our Chairman, and Mr. Ellison is our Chief Executive Officer. The Board believes that the separation of the offices of the Chairman and CEO is appropriate at this time because it allows our CEO to focus primarily on Oracle’s business strategy, operations and corporate vision. In accordance with our bylaws, our Board elects our Chairman and our CEO, and each of these positions may be held by the same person or may be held by different people. As further described in our Guidelines, the Board does not have a policy mandating that the roles of Chairman and CEO continue to be separated.

Mr. Henley is not considered independent because he is an executive officer of Oracle (Mr. Henley also served as our Executive Vice President and Chief Financial Officer from March 1991 to July 2004). We currently have no policy mandating an independent lead director. The Board believes that a number of non-employee directors fulfill the lead director role at various times, including during executive sessions, depending upon the particular issues involved. As set forth in our Guidelines, on an annual rotating basis, the chairpersons of the Governance Committee (presently, H. Raymond Bingham) and the Compensation Committee (presently, Jeffrey S. Berg) serve as the presiding director at executive sessions of the Board. The Board believes it is appropriate at this time for an employee director to serve as the Chairman of the Board because of Mr. Henley’s extensive knowledge of and history with Oracle and the strong oversight function of the Board’s independent directors. The Board consists of a substantial majority of independent directors who exercise this oversight function, and the Board’s Compensation, F&A, Governance and Independence Committees are comprised solely of independent directors.

Board’s Role in Risk Oversight

While management is responsible for assessing and managing risks to Oracle, our Board is responsible for overseeing management’s efforts to assess and manage risk. The Board’s risk oversight areas of focus include, but are not limited to:

While the Board has the ultimate oversight responsibility for Oracle’s risk management policies and processes, various committees of the Board also have responsibility for risk oversight. The F&A Committee oversees risks associated with our financial statements and financial reporting, mergers and acquisitions, credit and liquidity, information technology and security, litigation and code of ethics and business conduct compliance. The Compensation Committee considers the risks associated with our compensation policies and practices, with respect to both executive compensation and employee compensation generally. The Governance Committee oversees risks associated with our overall governance practices and the leadership structure of the Board (as further described above under “Board Leadership Structure”). The Independence Committee reviews risks arising from transactions with related persons and director independence issues.

Our Board is kept informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. Our Board’s role in risk oversight is consistent with the Board’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing Oracle’s risk exposure, and the Board and committees of the Board providing oversight in connection with those efforts.

Board of Directors and Director Independence

Each of our directors stands for election every year. We do not have a classified or staggered board. TheIf the director nominees are elected at the Annual Meeting, the Board is currentlywill continue to be composed of four employee directors (Messrs. Ellison, Hurd and Henley, and Ms. Catz) and eight independent directors. The Independence Committee has determined that each of the following directors is independent (as defined by NASDAQ listing standards): Messrs. Berg, Bingham, Chizen, Conrades, Garcia-Molina and Lucas, Dr. Boskin and Ms. Seligman; and that, therefore, all directors who serve on the Compensation, F&A, Governance and Independence Committees are independent under the NASDAQ listing standards.

In making the independence determinations, the following relationships were considered:

applications over the Internet. Akamai has purchased software and services from us and we have purchased services from Akamai in the past three years, however the amounts involved fall within NASDAQ prescribed limits.

The independent members of our Board held an executive session following each of the regularly scheduled Board meetings, for a total of four meetings in fiscal 2009. At two of the meetings, no members of management were present, and at the other two executive sessions, Mr. Ellison was present.2010.

The function of each standing committee is described under the heading “Board of Directors – Directors—Committees, Membership and Meetings” included elsewhere in this proxy statement. Each committee periodically reviews its charter as legislative and regulatory developments and business circumstances warrant. Each of the committees may make additional recommendations to our Board for revision of its charter to reflect evolving “best practices.”practices”. The charters for the Compensation, F&A, Governance and Independence Committees are posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

The roles of Chairman of the Board and Chief Executive Officer have been split by our Board. Mr. Henley is our Chairman, and Mr. Ellison is our Chief Executive Officer. We currently have no policy mandating an independent lead director. The Board believes that a number of non-management directors fulfill the lead director role at various times, including during executive sessions, depending upon the particular issues involved. As set forth in our Guidelines, on an annual rotating basis, the chairpersons of the Governance Committee and the Compensation Committee serve as the presiding director at executive sessions of the Board.

The Board routinely reviews and discusses its succession plans for Oracle’s senior management, including theour Chief Executive Officer.

The F&A Committee has adopted a requirement that if an F&A Committee member wishes to serve on more than three audit committees of public companies, the member must obtain the approval of the F&A Committee, which shall determine whether the director’s proposed service on the other audit committee(s) will detract from his/her performance on our F&A Committee.

Nomination of Directors

In general, nominations for the election of directors may be made by (1) the Board or the Governance Committee or (2) any stockholder entitled to vote who has delivered written notice to our Corporate Secretary no later than the notice deadline set forth in our bylaws and has complied with the notice procedures set forth in our bylaws. Stockholders may also submit recommendations for director candidates to the Governance Committee for its consideration for nomination as described below.

Nomination and Governance Committee and Corporate Governance Guidelines

The Governance Committee monitors corporate governance matters and considers and recommends qualified candidates for election as directors of Oracle. The Corporate Governance Guidelines set forth the Governance Committee’s policy regarding the consideration of all properly submitted stockholder candidates for membership on the Board as well as candidates submitted by current Board members and others. The Guidelines are posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor. Any stockholder wishing to submit a candidate for consideration for nomination by the Governance Committee must provide a written notice recommending the candidate for election at the next Annual Meeting of Stockholders to Dorian Daley, Senior Vice President, General Counsel & Secretary at 500 Oracle Parkway, Mailstop 5op7, Redwood City, California 94065 or by fax at 1-650-506-3055, with a confirmation copy sent by mail. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. By following these procedures, a stockholder will ensure consideration of a submitted candidate by the Governance Committee. However, there is no guarantee that the candidate will be nominated. Any stockholder seeking to nominate one or more directors must comply with applicable bylaw procedures, which are described below under “Stockholder Nominations and Bylaw Procedures.”Procedures”. The deadlines to submit director candidates for the Governance Committee’s consideration are the same as the deadlines for nominating directors in our bylaws.

Our Corporate Governance Guidelines contain Board membership qualifications that apply to Board nominees recommended by the Governance Committee. The Governance Committee strives for a mix of skills, experience and perspectives that will help create an outstanding, dynamic and effective Board to represent the interests of the stockholders. In selecting nominees, the Governance Committee assesses the independence, character and acumen of candidates and endeavors to collectively establish a number of areas of core competency of the Board. For additional details regarding Board including business judgment, management, accountingqualifications and finance, industrythe specific experiences, qualifications and technology knowledge, leadership and strategic vision. Further criteria include a candidate’s personal and professional ethics, integrity and values, as well as the willingness and ability to devote sufficient time to attend meetings and participate effectively on the Board and its committees.skills of each of our director nominees, see “Board of Directors—Nominees for Directors” included elsewhere in this proxy statement.

Potential candidates for directors are generally suggested to the Governance Committee by current Board members and stockholders and are evaluated at meetings of the Governance Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. The Governance Committee seeks Board endorsement of the final candidates recommended by the Governance Committee. The same identifying and evaluating procedures apply to all candidates for director, whether submitted by stockholders or otherwise.

Stockholder Nominations and Bylaw Procedures

Our bylaws establish procedures pursuant to which a stockholder may nominate a person for election to the Board. Our bylaws are posted on our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

To nominate a person for election to the Board, a stockholder must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such notice must also contain information specified in the bylaws as to the director nominee, information about the stockholder making the nomination and the beneficial owner, if any, on behalf of whom the nomination is made, including name and address, class and number of shares owned, and representations regarding the intention to make such a nomination and to solicit proxies in support of it. We may require any proposed nominee to furnish information concerning his or her eligibility to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence of the nominee.

Deadlines to Submit Nominations

To nominate a person for election to the Board at our annual meeting of stockholders, written notice of a stockholder nomination must be delivered to our Secretary not less than 90 nor more than 120 days prior to the one year anniversary of the date on which we first mailed the proxy materials for the prior year’s annual meeting. However, if our annual meeting is advanced or delayed by more than 30 days from the anniversary of the previous year’s meeting, a stockholder’s written notice will be timely if it is delivered by the later of the 90th day prior to such annual meeting or the 10th day following the announcement of the date of the meeting. This year, our proxy statement is dated August 21, 2009;September 7, 2010; therefore, we must receive any notice of recommendation for next year’s annual meeting between April 23, 2010May 10, 2011 and May 23, 2010.June 9, 2011.

A stockholder may make nominations of persons for election to the Board at a special meeting if the stockholder delivers written notice to our Secretary not before the 120th day prior to such special meeting and not after the later of the 90th day prior to such special meeting or the 10th day following the announcement of the meeting date. At a special meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting pursuant to our notice of meeting.

Stockholder nominations must be addressed to Dorian Daley, Senior Vice President, General Counsel & Secretary and must be mailed to her at Oracle Corporation, 500 Oracle Parkway, Mailstop 5op7, Redwood City, California 94065, or must be faxed to her at 1-650-506-3055, with a confirmation copy sent by mail.

If the number of directors to be elected to the Board is increased and we do not make a public announcement specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s written notice of nominees for any new position will be considered timely if it is delivered to our Corporate Secretary by the 10th day following the announcement.

Stockholder MattersCommunications with the Board

Disclosure. We have established a Disclosure Committee, comprised of executives and senior managers who are actively involved in the disclosure process, to specify, coordinate and oversee the review procedures that we use each fiscal quarter, including at fiscal year end, to prepare our periodic and current SEC reports.

Equity Plans. It has been our long-standing practice, and as required by NASDAQ, to obtain stockholder approval before implementing, or making material amendments to, our equity compensation plans. Our Amended and Restated 2000 Long-Term Equity Incentive Plan does not permit us to reprice stock options without stockholder approval.

Communications with Board.Any stockholder wishing to communicate with any of our directors regarding Oracle may write to the director, c/o the Secretary of Oracle at 500 Oracle Parkway, Mailstop 5op7, Redwood City, California 94065 or by fax at 1-650-506-3055. The Secretary will forward these communications directly to the director(s) specified or, if none is specified, to the Chairman of the Board.

Employee Matters

Code of Conduct. In 1995, we adopted a Code of Ethics and Business Conduct (the “Code of Conduct”). We require all employees, including our senior officers and our employee directors, to read and to adhere to the Code of Conduct in discharging their work-related responsibilities. In April 2009, we adopted a revised version of the Code of Conduct, which reflects changes in applicable laws, regulations and our own policies. Our Compliance and Ethics Program involves the

administration of training regarding and enforcement of the Code of Conduct and is under the direction of our Chief Compliance and Ethics Officer. We have also appointed Regional Compliance and Ethics Officers to oversee the application of the Code of Conduct in each of our geographic regions. We provide mandatory web-based general training with respect to the Code of Conduct, and we also provide additional live and web-based training on specific aspects of the Code of Conduct from time to time to certain employees. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct. The Code of Conduct is posted on, and we intend to disclose any future amendments to or waivers granted to our executive officers from a provision to the Code of Conduct on, our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

Compliance and Ethics Helpline. With oversight from the F&A Committee, we have established procedures to receive, retain and address employee complaints received bysubmitted to Oracle. These procedures include a confidential telephone helpline to answer employees’ ethics questions and to report employees’ ethical concerns and incidents including, without limitation, concerns about accounting, internal controls or auditing matters. We have also adopted an Internet-based incident reporting system that enables employees to submit any ethical concerns and incidents via a secure Internet site. The helpline and the Internet-based incident reporting system are available 24 hours a day, seven days a week. An interpreter isInterpreters are provided to helpline callers who want to communicate in languages other than English, and the incident reporting system is available in different foreign languages. Employees may choose to remain anonymous. Certain jurisdictions, however, limit topics that may be reported anonymously; employees who identify themselves as being from affected countries are alerted if special reporting rules apply to them.

Supplemental Conflict of Interest Policy for Senior Officers. Our Supplemental Conflict of Interest Policy for Senior Officers (the “Conflict of Interest Policy”), which supplements the Code of Conduct applicable to all employees, addresses several potential conflict of interest issues and requires prompt and annual disclosure to an executive, an executive committee or the Independence Committee, as applicable, of actual or potential conflicts of interest with respect to financial interests and corporate opportunities involving senior officers and their related parties.persons. A financial interest involves (a) an existing or potential significant investment in any entity with which we have, or are negotiating, a material transaction or arrangement and (b) any existing or potential compensation arrangement or right with such entity.

Each person subject to the policy must report any actual or potential conflict of interest that he or she believes has gone unreported. The executive or committee to whom any such disclosure is made will decide if the disclosed facts

constitute an actual conflict of interest. If such person or committee determines that a conflict of interest exists, such person or committee can determine whether we will enter into the transaction or arrangement in issue or, in the case of a corporate opportunity, the transaction or arrangement will remain available for us to pursue. Each senior officer and director must annually confirm in writing that such person has read this policy and is in compliance with it.

The Conflict of Interest Policy is posted on, and we intend to disclose any future amendments to or waivers granted to our executive officers from a provision of the Conflict of Interest Policy on, our website under “Oracle Information—Corporate Governance” at www.oracle.com/investor.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of August 10, 2009,9, 2010, the record date, with respect to the beneficial ownership of our common stock by: (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock; (ii) each director or nominee; (iii) each executive officer named in the Summary Compensation Table; and (iv) all current executive officers and directors as a group.

(11)	Includes 276,250284,170 shares subject to currently exercisable options or options exercisable within 60 days of the record date.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses our compensation program for our “named executive officers” in fiscal 20092010 who are:were: Lawrence J. Ellison, our Chief Executive Officer (the “CEO”); each person who served as our principal financial officer during the fiscal year – Jeff Epstein, our current Chief Financial Officer (the “CFO”), and Safra A. Catz, who served as Chief Financial Officer for part of fiscal 2009 in addition to serving as our President throughout fiscal 2009;; and our three most highly compensated executive officers other than our CEO and two CFOsCFO – our Presidents in fiscal 2010, Safra A. Catz and Charles E. Phillips, Jr., our President, Juergen Rottler,and Thomas Kurian, our Executive Vice President, of Oracle Customer Services, and Keith G. Block, our Executive ViceProduct Development. Mr. Phillips resigned as President of North America Sales and Consulting.in fiscal 2011.

Executive Summary

We believe we have a “results-oriented” executive compensation program. Our overall target executive compensation levels are significantly above average, but actual payment of most of this compensation requires successful performance. Our executive compensation program is designed primarily to incentivize and to reward the achievement of financial and stock price performance goals using metrics that we believe are the best indicators of the success of our business, including annual growth in pre-tax profits on a non-GAAP basis. We believe the fiscal 20092010 financial performance goals were again set at levels that were difficult to achieve (as further discussed below).

In fiscal 2009,2010, our executive compensation program continued to consist of three principal elements: (1) base salary; (2) an annual performance cash bonus; and (3) long-term incentive compensation in the form of stock options. The Compensation Committee considers the overall compensation paid to our named executive officers for fiscal 20092010 appropriate for several reasons, including theour continued achievement of profitability and revenue growth (in fiscal 2009,2010, our GAAP total revenues were up 15%, GAAP operating income was up 9%, GAAP net income GAAP total revenues, GAAP operating incomewas up 10% and GAAP operating margins all increased). This performance was especially noteworthy given the continuing challenging economic and business environmentearnings per share were up 11%, in the U.S. and globally duringeach case as compared against fiscal 2009.2009).

Consistent with our results-oriented program, and as described in detail below, in fiscal 2009:2010:

Objectives of our Compensation Program

The objectives of our executive compensation program are to:

Our philosophy with respect to our results-oriented executive compensation program,philosophy, both in fiscal 20092010 and historically, continues to beis to reward the individuals with the greatest responsibilities and our top performers (i.e., those with the potential to contribute the most to the success of

our business) with very attractive pay packages, but only if they and Oracle achieve a high level of performance. Therefore, we set overall target compensation significantly above the average compensation level of selected companies to which we annually compare our executive compensation (as further described under “Peer Company Executive Compensation Comparison” below). However, actual payment of most of the target cash compensation depends on the successful achievement of financial performance goals which we believe were difficult to attain. Consistent with this philosophy and as further discussed below, fouras a result of our sixsuccessful performance in fiscal 2010, all of our named executive officers received cash bonuses far belowabove their target amounts and one received no cash bonus for fiscal 2009.amounts. In addition, equity compensation for our named executive officers consists entirely of stock options whichand no grants of restricted stock. Stock options, unlike restricted stock, require our stock price to increase above thea set price (the option grant priceprice) for any gains to be realized. We believe that significantly above-average target compensation levels, linked to specific performance metrics and the achievement of specified performance goals, coupled with grants of stock options, are essential to motivating and retaining our executives.

Within Oracle, executive compensation is weighted most heavily towards our most senior executives because we believe they have the potential to make, and do make, the greatest impact on our business and financial results.

What Our Compensation Program is Designed to Reward

Our executive compensation program is designed primarily to incentivize and reward the achievement of financial and stock price performance goals using metrics which we believe are the best indicators of the success of our business. Since we believe that a growing, profitable company creates stockholder value, the design of our executive compensation program in fiscal 20092010 continued to emphasize the achievement of various measures of profitability and growth.

The metricsmetric approved by the Compensation Committee for our named executive officers’ annual performance cash bonuses includedwas growth in our pre-tax profit on a non-GAAP basis, growth in revenues and “bookings” (i.e., amounts associated with contracts signed) for certain important parts of our business and success in exceeding profitability goals or targets for certain important parts of our business. These performance metrics were tailored to each executive’s position and role at Oracle. For our CEO, Presidents and CFO, the annual performance cash bonus planbasis. This metric was designed to emphasize the creation of stockholder value through growth in our company-wide, pre-tax profits on a non-GAAP basis. For Messrs. Rottler and Block, the annual performance cash bonus plan was designed to emphasize stockholder value creation through improvement in the financial performance of, and the over-achievement of financial targets relating to, the portions of our business that these executives oversee and manage.

Through the use of stock options (which represent a significant portion of theour executives’ potential long-term compensation and are a non-cash expense to Oracle), our executive compensation program is also designed to:

Our variable compensation programs (annual performance cash bonuses and stock option awards) are designed to reward our named executive officers only for improved financial performance and increased stockholder value. For example, if our company-wide, pre-tax profits on a non-GAAP basis had either remained the same or decreased between fiscal 20082009 and fiscal 2009, each2010, none of our CEO, Presidents and CFOnamed executive officers would not have received a cash bonus under our executive bonus plan even if we had been profitable for the year. In addition, since our stock price decreased slightly during the fiscal year, the stock options issued to our executives at the beginning of fiscal 2009 were “underwater” (i.e., the stock option exercise price exceeded our stock price) at the end of fiscal 2009 and thus had no intrinsic value. See “Long-term Incentive Compensation—Stock Options” below. We believe this results-

orientedresults-oriented program that is directly linked to our performance significantly motivates our executives to contribute to our financial success and aligns our executives’ interests with those of our stockholders.

Elements of Our Compensation Program: Why We Chose Each and How Each Was Related to Our Objectives

In fiscal 2009,2010, our executive compensation program consisted of the following three principal elements: (1) base salary; (2) annual performance cash bonus; and (3) long-term incentive compensation in the form of stock options. As illustrated by the following table and based on amounts disclosed in the Summary Compensation Table, during fiscal 2009, we placed the greatest emphasis on performance-based compensation through the annual performance cash bonuses and stock option awards, which together comprise the largest portionEach of our senior executives’ compensation.

The principalthese elements of our executive compensation program in fiscal 2009 are2010 is summarized in the following table and described in more detail below.

The chart below shows how each element of compensation disclosed in the Summary Compensation Table below was weighted for our named executive officers as a group during fiscal 2010.

As illustrated by the chart above, we placed the greatest emphasis on compensation through stock option awards, which we believe aligns the executives’ interests with long-term stockholder interests and motivates and rewards the executives for achieving long-term results. As discussed in more detail below, we do not believe that the accounting fair values of our stock option grants set forth in the Summary Compensation Table and reflected in the chart above are necessarily an accurate measure of the compensation received by our senior executives.

Consistent with our philosophy of paying for realized performance, we also emphasize variable annual cash bonuses over guaranteed forms of compensation, such as base salary or time-based restricted stock. We design our compensation mix to encourage our named executive officers to take appropriate risks that are consistent with our business strategy of improving our performance and building long-term stockholder value. As part of its annual risk review, the Compensation Committee considered, among others, the following factors which mitigate incentives for our executives to take inappropriate risks:

Base Salary

Base salary represents the only fixed component of the three principal elements of our executive compensation program and is intended to provide a baseline, minimum amount of annual compensation for our executives. When setting base salary levels each year, the Compensation Committee considers the salaries that our peer companies pay, our performance and the executive’s performance.

Consistent with our compensation philosophy, base salaries tend to remain unchanged unless an individual is promoted or the Compensation Committee determines that an adjustment is necessary. In fiscal 2009,2010, the salaries of our named executive officers remained the same as in fiscal 2008.

During fiscal 2010,2009 with the following two exceptions: our CEO agreed to decrease his annual salary to $1.$1 and Mr. Kurian’s salary was increased in connection with his promotion to Executive Vice President, Product Development.

Annual Performance Cash Bonus

Our annual performance cash bonus plan is formula-based and seeks to motivate our senior executives by rewarding them when our annual financial performance goals are met or exceeded. As further described under Proposal No. 2, we intend to continue this performance cash bonus plan for fiscal 2010.

The specific bonus formulae wereformula was selected to achieve target cash bonus amounts for our named executive officers based on the corporate financial performance goals and targets that we chose for fiscal 2009.2010. Additionally, the relative difficulty of achieving the fiscal 20092010 target bonuses generally increased as compared to achieving the fiscal 20082009 target bonuses as further described below.

Senior Management

For our CEO, Presidents and CFO,named executive officers, we believe one of the most important factors against which to measure their performance is year-over-year improvement in Oracle’s Non-GAAP Pre-Tax Profits,non-GAAP pre-tax profits, as defined below. In fiscal 2009:2010:

If our Non-GAAP Pre-Tax Profitsnon-GAAP pre-tax profits did not grow from one fiscal year to the next, then the above mentionedabove-mentioned named executive officers would not be paid any bonus under our executive bonus plan even if we had been profitable that year. The formulae percentages described above remained constant for our CEOMessrs. Ellison, Epstein and PresidentsPhillips and Ms. Catz from fiscal 20082009 to fiscal 20092010 because the Compensation Committee determined that these percentages resulted in target bonuses that adequately incentivized and rewarded our senior executives.named executive officers.

For fiscal 2009,2010, our named executive officers each of our CEO, Presidents and CFO received a cash bonus (in accordance with a pre-established bonus formula) that was approximately 40%155% of their target bonuses and with the exception of our CFO who joined us in fiscal 2009, were paid approximately 66% lessan average of 78% more than the bonus amounts they were paid in fiscal 2008. While2009. Consistent with our Non-GAAP Pre-Tax Profitsresults-oriented program, the bonuses we paid

to our named executive officers increased in fiscal 2010 because our non-GAAP pre-tax profits grew significantly during fiscal 2009, the growth did not exceed2010 and exceeded the difficult target levels approved by the Compensation Committee at the beginning of fiscal 2009. Consequently, the cash bonuses for our CEO, Presidents and CFO were negatively affected, consistent with our results-oriented program.2010.

The metric we used in our fiscal 20092010 executive bonus plan for our CEO, Presidents and CFOnamed executive officers was our Non-GAAP Pre-Tax Profit.non-GAAP pre-tax profit. This Non-GAAP Pre-Tax Profitnon-GAAP pre-tax profit metric is comprised of our GAAP income before provision for income taxes for fiscal 2009,2010, excluding our fiscal 20092010 stock-based compensation expenses, acquisition related and other expenses, restructuring expenses and amortization of intangible assets and includinga fair value adjustment to our inventories assumed from our acquisition of Sun Microsystems, Inc. in fiscal 2010, which increased our cost of hardware products expenses as we sold these inventories to customers during fiscal 2010. The non-GAAP pre-tax profit metric also included an adjustment to increase our GAAP income before provision for income taxes for the full amount of support revenues recognized from acquired support contracts as if thethese acquired companies had remained independent entities during fiscal 2009.2010. This metric is regularly used by our management internally to understand, manage and evaluate our business and make operating decisions.

Other Named Executive Officers

Consistent with our results-oriented program, we believe Messrs. Rottler and Block should be incentivized and rewarded based in large measure on the operating results of the portions of the business that they manage and control.

Mr. Rottler is directly responsible for our customer services business. His performance cash bonus in fiscal 2009 was based on his ability to manage the growth in revenues and expenses, and thus the performance, of the following four areas: (1) our software license updates and product support business, (2) our customer education and training business, (3) our Advanced Customer Services business (which consists of solution lifecycle management services, database and application management services, industry-specific solution support centers, and remote and on-site expert services), and (4) our Oracle On Demand business. Mr. Rottler’s annual performance cash bonus was calculated based on the sum of a percentage of the amounts by which the revenue growth exceeded the expense growth in each of these four areas between fiscal 2008 and fiscal 2009. If the calculation resulted in both negative and positive numbers, the amount of Mr. Rottler’s overall bonus would be the sum of these numbers. As the growth in these four profitability measures increased, Mr. Rottler’s bonus increased accordingly. If profitability declined for any of the four measures, his overall bonus would have been reduced to as low as $0 to reflect that decline.

We believe Mr. Rottler’s target bonus was difficult to achieve. If the growth in the expenses in any one area had exceeded the revenue growth in the same area during fiscal 2009, he would not have been paid a bonus under our executive bonus plan relating to that portion of the business that he oversees, even if this profitability measure had indicated that actual revenues (as opposed to revenue growth) for that one area were greater than actual expenses for that same area in fiscal 2009. Furthermore, we believe Mr. Rottler’s target bonus was difficult to achieve because even if three of his four business units were profitable, he could have received no bonus if the negative bonus amount (based on the losses from the one unprofitable business unit) was greater than the positive bonus amounts (based on the combined profits from the other three business units). For fiscal 2009, Mr. Rottler received approximately 112% of his target bonus based on actual performance.

For Mr. Block, who was directly responsible for our sales and consulting organizations in North America, we believe two of the most important factors by which to measure his performance were (1) year-over-year growth in the revenues and bookings (i.e., amounts associated with contracts signed) of the products and services which he is responsible for selling in North America; and (2) over-achievement of the prescribed profit margin targets of the products and services which he is responsible for selling in North America. We measure the growth in license revenues, customer relationship management “On Demand” revenues and outsourcing bookings, and changes in licensing, outsourcing and consulting profit margins. Mr. Block’s annual performance cash bonus was calculated based on the sum of (i) a percentage of the growth in these revenues and bookings in North America and (ii) a percentage of the amount by which these profit margins for North America exceed a pre-determined target.

We believe Mr. Block’s fiscal 2009 target bonus was more difficult to achieve than his fiscal 2008 target bonus because it required continued growth of revenues and bookings year-over-year during a global economic downturn. The focus on profit margins further increased the difficulty of achieving his target bonus. In fiscal 2009, Mr. Block received a $0 bonus, further demonstrating that it was difficult to achieve his target bonus.

We have not disclosed the specific formulae or performance targets of Messrs. Rottler or Block for several reasons, including our belief that disclosure would result in competitive harm to us. Mr. Rottler’s bonus formula includes expense amounts for the customer services organizations that he manages, and Mr. Block’s bonus formula includes profit margin targets and bookings and revenue targets and results. We do not publicly disclose this information and, if disclosed, we believe the information would provide competitors and others with insights into our operational strengths and weaknesses that would be harmful to us.

Long-term Incentive Compensation—Stock Options

In fiscal 2009,2010, our equity incentive program for our named executive officers consisted exclusively of stock options.options and no restricted stock or other equity awards were granted. Stock options give the executives the right to purchase at a specified price (that is, the market price of our common stock on the date when the option is granted) a specified number of shares of our common stock for a specified

period of time (generally ten years). The named executive officers can exercise this right for the remainder of this specified period of time as the options vest (i.e., become exercisable) over four years.

Our executives realize value on these options only if:

Generally, theThe options granted to our senior executivesnamed executive officers vest 25% each year over a period of four years and have an exercise price equal to the fair market valueprice of our common stock on the grant date.

The Compensation Committee believes that option grants to our senior executives align their interests with stockholder interests by creating a direct link between compensation and stockholder return; give the executives a significant, long-term interest in our success; and create a significant retention tool for key executives in a competitive market for talent.

We believe stock options, as opposed to other forms of equity awards like restricted stock, are consistent with our results-oriented program. When our stock price has not grown, our executives realized little, if any, value from this component of their compensation. We believe this is appropriate because our stockholders also would not have benefited significantly from owning our stock. As our stockholders have been rewarded due to the increase in our stock price, the value of our executives’ stock options has also increased.

We do not believe that the accounting fair values of our stock option grants reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table belowincluded elsewhere in this proxy statement are necessarily an accurate measure of the compensation received by our senior executives. We believe our executives are motivated by the potential for appreciation in our stock price through the use of stock options and not by the accounting values of the stock options. We believe the intrinsic values (i.e., the amount by which our stock price exceeds the option exercise price) of unexercised stock options are a better indicator of their true value and worth to our executives and, therefore, the incentive value of the options. For example, while we report the grant date fair values of our stock option grants for accounting purposes in the Grants of Plan-Based Awards Table, below, our executives do not realize these amounts in any tangible way when the options are granted, as demonstrated in the table below. Our executives only realize benefits from their stock options to the extent the options are “in the money” (i.e., our stock price exceeds the stock option exercise price) when they exercise their vested stock options.

(3)

The named executive officer may not realize this amount because the option shares granted in fiscal 2009 vest 25% each year over four years and were only 25% vested as of August 10, 2009. With the exception of Mr. Epstein’s stock option grant, all stock options were granted on July 3, 2008 with an exercise price of $20.73, which was the closing price of Oracle’s common stock on the NASDAQ Global Select Market on the grant date. Mr. Epstein’s option to purchase 1,000,000 shares was granted on October 8, 2008 with an exercise price of $16.88, which was the closing price of Oracle’s common stock on the NASDAQ Global Select Market on the grant date. The closing price of the common stock on August 10, 2009, the record date,9, 2010 was $21.25.$24.26. The intrinsic value above is a multiple of the closing price of Oracle’s common stock on August 10, 2009,the specified date, less the exercise price of the option, multiplied by the number of option shares.

Our corporate philosophy with regard to granting stock options is to:

Our cumulative potential dilution since June 1, 20062007 has been a weighted average annualized rate of 1.3% per year, which we consider to be low relative tosignificantly lower than the dilution at peer companies against which we compare our executive compensation.compensation and does not factor in any repurchases of common stock that Oracle made over this period.

Within this framework, the factors that the Compensation Committee considers in determining the size of option grants to our named executive officers include:

The Compensation Committee does not have a set formula by which it determines which of these factors is more or less important, and the specific factors used and their weighting may vary among individual executives.

In fiscal 2009, all of our named executive officers, with the exception of our Presidents2010, Messrs. Ellison and our CFO (who joined us during fiscal 2009),Phillips and Ms. Catz received the same number of option shares that they received in fiscal 2008. Our Presidents

each2009. Mr. Epstein received 1 million additionalhalf the number of option shares that he received in fiscal 2009 because of their important leadership roles and significant responsibilities, and their potential for major contributions to Oraclehis fiscal 2009 grant was an initial hiring grant, which is often higher than an annual grant. Mr. Kurian received a larger stock option grant in the future.connection with his promotion during fiscal 2010. The Compensation Committee believed the size of each of our named executive officers’ option grants in fiscal 20092010 set forth in the table above continued to be sufficient to retain and motivate these executives.

Personal Benefits

In fiscal 2009,2010, we provided our named executive officers with limited personal benefits, or perquisites, that the Compensation Committee believes are reasonable and in the best interests of Oracle and its stockholders. These amounts are reflected in the All Other Compensation column of the Summary Compensation Table below.

Residential Security

The Board has established a residential security program for the protection of our CEO requiring him to have a home security system, including security personnel. We require these security measures for ourOracle’s benefit because of the importance of Mr. Ellison to Oracle, and we believe these security costs and expenses are appropriate and necessary. Mr. Ellison paid for the initial procurement, installation and maintenance of the equipment for this system and the replacement of any equipment, and we paid for the annual costs of security personnel. The Independence Committee reviews and approves the security personnel budget of this residential security program each year.

Aircraft Use

We allow our CEOallowed Messrs. Ellison and Phillips to be accompanied by family members during business trips on which he usesthey use private aircraft leased by us from a company owned by Mr. Ellison on terms advantageous to Oracle (as further described under “Related Party Transactions — “Transactions with Related Persons—Purchases of Goods and Services — Services—Wing and a Prayer, Incorporated” included elsewhere in this proxy statement). We lease the entire aircraft for business travel and are not charged for use of the aircraft based on the number of passengers. Therefore, we believe there is no aggregate incremental cost to Oracle as a result of Mr.Messrs. Ellison and Phillips being accompanied by family members. However, a portion of the aircraft leasing costs attributed to any non-business passengers cannot be deducted by Oracle for corporate income tax purposes. In the interests of greater transparency, we have disclosed the amount of these incremental lost tax deductions for fiscal 20092010 in a footnote to the Summary Compensation Table below.

Pension Benefits or Supplemental Retirement Benefits

Other than the Oracle Corporation 401(k) Savings and Investment Plan (the “401(k) Plan”) and our 1993 Deferred Compensation Plan (the “Deferred Compensation Plan”), we do not provide any pension or retirement benefits to our named executive officers and do not believe that these types of benefits are necessary to further the objectives of our executive compensation program for our U.S.-based executive officers.

Our named executive officers may elect to defer a portion of their salary and bonus under our Deferred Compensation Plan. We do not guarantee any returns or make matching contributions. We believe our Deferred Compensation Plan is considered important to some of our senior executives for purposes of saving for retirement and is a competitive compensation element.element for senior executives. For a description of theour Deferred Compensation Plan, see “Non-qualified Deferred Compensation” below.

Severance and Change-in-Control Benefits

With the exception of Juergen Rottler, noneNone of our named executive officers has an employment agreement with Oracle that provides for termination, severance or change-in-control benefits.

Stock options granted to all of our employees, including our named executive officers, under our Amended and Restated 2000 Long-Term Equity Incentive Plan will become fully vested if Oracle is acquired and if the options are not assumed or if the options are assumed and the optionholder’s employment is terminated without cause within 12 months of the acquisition.acquisition (i.e., a “double trigger”). This stock option vesting acceleration provision is not subject to any other material conditions or obligations.

Mr. Rottler’s employment letter provides for severance if he is involuntarily terminated without cause. We offered this benefit to Mr. Rottler when he was hired as part of a competitive compensation package. See “Potential Payments Upon Termination or Change-in-Control” below for a more detailed discussion of this arrangement with Mr. Rottler.

Determination of Executive Compensation Amounts for Fiscal 20092010

CEO Compensation

For fiscal 2009,2010, our Compensation Committee Chairman, Jeffrey S. Berg, discussed with Mr. Ellison, our CEO, his potential base salary, target performance cash bonus award and the size of his stock option grant. The Compensation Committee considered and deliberated on our CEO’s potential fiscal 20092010 compensation package and ultimately determined and approved Mr. Ellison’s compensation independently based on the collective judgment of its members.

The Compensation Committee approved Mr. Ellison’s compensation in the amounts disclosed in this proxy statement, which were greater than those of our other named executive officers, because he is not only our CEO with overall responsibility for our business strategy, operations and corporate vision, he is also our founder who has guided Oracle for more than 30 years and who the Compensation Committee believes is vital to our success as a company going forward. The Compensation Committee recognizes that Mr. Ellison has a significant equity interest in Oracle, but believes he should still receive annual compensation because Mr. Ellison plays an active and vital role in our operations, strategy and growth. Nevertheless, during fiscal 2010, Mr. Ellison agreed to decrease his annual salary to $1.

The Compensation Committee approved the specific compensation amounts for fiscal 20092010 disclosed in this proxy statement based on our executive compensation philosophy and its subjective evaluation of Mr. Ellison’s performance, the unique contributions he makes to Oracle as its founder and the various other factors described above, including our objective of providing incentives for superior performance. Mr. Ellison was not present when the Compensation Committee deliberated or voted on his compensation.

Other Named Executive Officers’ Compensation

For fiscal 2009,2010, our CEO provided to the Compensation Committee his recommendations with respect to the proposed compensation for the other named executive officers. The Compensation Committee reviewed and gave considerable weight to Mr. Ellison’s recommendations because of his direct knowledge of the other executives’ performance and contributions. The Compensation Committee ultimately used the collective judgment of its members to determine the base salaries, the performance cash bonus opportunities and the size of each stock option grant, for these named executive officers.

For fiscal 2009, the Compensation Committee approved the compensation for Ms. Catz and Mr. Phillips in the amounts disclosed in this proxy statement, which are larger than those of the other named executive officers, because they are our Presidents serving in important leadership positions with significant responsibilities. They not only assist our CEO with setting the overall business strategy, but they also execute on this strategy with the goals of, among other things, growing our profits, becoming an industry leader in each of the specific product categories in which we compete and expanding into new and emerging markets. Ms. Catz also served as our Chief Financial Officer during a portion of fiscal 2009, and Mr. Phillips oversees, among other things, our worldwide sales and marketing and our applications businesses that are specific to particular industry verticals.

Determinations of the Compensation Committee

The Compensation Committee approved the fiscal 20092010 compensation for the named executive officers and determined that the amounts of fiscal 20092010 compensation disclosed in this proxy statement were appropriate and necessary to reward, retain and motivate the named executive officers based on, among other factors, our executive compensation philosophy and its subjective evaluations of:

Outside Compensation Consultant

The Compensation Committee selected and directly engaged Compensia, Inc. as its outside advisor for fiscal 20092010 to provide the Compensation Committee with insights and market data on executive and director compensation matters, both generally and within our industry. Compensia also assisted the Compensation Committee with a peer company executive compensation comparison.comparison and with reviewing the annual risk assessment of our compensation policies and practices applicable to our executives and other employees. Compensia did not determine or recommend any amounts or levels of our executive compensation for fiscal 2009.2010.

The Compensation Committee recognizes that it is essential to receive objective advice from its outside advisor. Consequently, the Compensation Committee is solely responsible for retaining and terminating Compensia, Compensia reports directly to the Compensation Committee and Compensia doesdid not provide any other services to Oracle.Oracle during fiscal 2010. Our CEO did not meet with representatives of Compensia nor did he consult with management’s outside compensation consultant on any of these executive compensation matters for fiscal 2009.2010.

Peer Company Executive Compensation Comparison

While we set overall target compensation significantly above the average compensation level of selected companies to which we annually compare our executive compensation program, achieving our target compensation levels requires successful performance by our senior executives, both collectively and individually. While the Compensation Committee considers executive pay information drawn from peer companies and from the Radford 20082009 Executive Compensation StudySurvey when setting executive compensation levels at Oracle, it does not target total compensation or any individual compensation element at a specific level or attempt to maintain a specified target percentile within this peer group to determine executive compensation. The Compensation Committee, with the advice of Compensia, annually selects the group of peer companies, which are generally in the technology sector, based on a number of factors, such as:

For fiscal 2009,2010, the companies comprising the peer group included:

Tax and Accounting Considerations

In evaluating potential compensation alternatives, our Compensation Committee considers the possible impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executives unless, among other things, such compensation is performance-based and has been approved by stockholders. We therefore design our executive compensation program, including our annual performance cash bonus plan and our stock option grants, to be eligible for deductibility to the extent permitted by the relevant tax regulations, including Section 162(m) of the Code. However, we may from time to time pay compensation to our senior executives that may not be deductible if there are non-tax reasons for doing so.

In fiscal 2009,2010, the annual performance cash bonuses paid to our named executive officers and our stock option grants were structured with the intent that they qualify as performance-based compensation under Section 162(m) of the Code and we expect them to be fully deductible.

We have also structured our executive compensation program with the intention that it comply with Section 409A of the Code which may impose additional taxes on our senior executives for deferred compensation that is not in compliance with Section 409A.

Accounting considerations also play an important role in the design of our executive compensation program. Accounting rules require us to expense the fair values (valued(i.e., valued based on accounting standards) of our stock option grants, which reduces the amount of our reported profits. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the number and the fair values of the option shares.

Stock Ownership Considerations

As discussed in greater detail under the heading “Corporate Governance – Governance—Corporate Governance Guidelines” included elsewhere in this proxy statement, the Board has adopted guidelines for the directors and executive officers, including the named executive officers, concerning their ownership of our common stock. The ownership guidelines specify the minimum amount of shares that the directors and executive officers should own. The purpose of the stock ownership guidelines is to more closely align the interests of the directors and executive officers with the interests of our other stockholders through good and bad economic times. In addition, the stock ownership guidelines are designed to strengthen the link between our long-term performance and executive compensation.

Report of the Compensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by: Jeffrey S. Berg, Chair

Hector Garcia-Molina

Naomi O. Seligman

Dated: August 14, 200912, 2010

Summary Compensation Table for Fiscal 2010, 2009 2008 and 20072008

The following table provides summary information concerning cash and other compensation we paid to (i) our Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer, (iii) our President who served as our Chief Financial Officer for a portion of fiscal 2009, and (iv)(iii) each of our three most highly compensated executive officers other than our CEO and two CFOs,CFO, as determined by reference to compensation for fiscal 20092010 (the “named executive officers”).

The SEC’s disclosure rules previously required that we present option award information for fiscal 2009 and 2008 based on the amount recognized during the corresponding year for financial statement reporting purposes with respect to these awards (which meant, in effect, that in any given year we would recognize for financial statement reporting purposes amounts with respect to grants made in that year as well as with respect to grants from any past years that continue to vest during a given year). However, the recent changes in the SEC’s disclosure rules require that we now present the fiscal 2009 and 2008 option award amounts above on a similar basis as the 2010 presentation using the grant date fair value of the option awards granted during the corresponding year (regardless of the period over which the option awards are scheduled to vest). Since this requirement differs from the SEC’s past disclosure rules, the amounts reported in the table above for option awards in fiscal 2009 and 2008 differ from the amounts previously reported in our Summary Compensation Table for the same persons in those years. As a result, each such named executive officer’s total compensation amounts for fiscal 2009 and 2008 also differ from the amounts previously reported in our Summary Compensation Table for those years.

As disclosed in footnote (4) below, Mr. Epstein joined us on September 8, 2008. During fiscal 2009, Mr. Epstein was able to receive two company matching contributions of $5,100 each because matching contributions are made on a calendar year basis.

Stock Options and Option Grant Administration

Our Board of Directors has designated the Compensation Committee as the administrator of our Amended and Restated 2000 Long-Term Equity Incentive Plan and our Amended and Restated 1993 Directors’ Stock Plan. The Compensation Committee, among other things, selects grantees under our Amended and Restated 2000 Long-Term Equity Incentive Plan, approves the form of grant agreements, determines the terms and restrictions applicable to the equity awards and adopts sub-plans for particular subsidiaries or locations.

We have a policy of generally granting stock options on preset dates. The Compensation Committee holds regular meetings on a scheduled date each month to consider and approve option grants (other than the annual stock option grants described below), including grants to new hires and promoted employees. The Board has also delegated to an executive officer committee, consisting of our Chief Executive Officer,CEO, the authority to approve grants of options to

acquire up to 100,000 shares to non-executive officers and employees. The F&A Committee also monitors the dilution and overhang effects of our outstanding stock options in relation to the total number of outstanding shares of our common stock. We do not grant stock options in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on stock option grant dates.

Because we believe stock options are an important part of our compensation program, we also grant options on an annual basis to key employees, including our executive officers. The Compensation Committee approves these

annual option grants during the ten business-day period following the second trading day after the announcement of our fiscal year-end earnings report.earnings. We implemented this policy in an effort to issue our annual stock option grants during the time when potential material information regarding our financial performance is most likely to be available to the market.

Grants of Plan-Based Awards During Fiscal 20092010

The following table shows equity and non-equity awards granted to the named executive officers during the fiscal year ended May 31, 2009.2010. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at 20092010 Fiscal Year-End Table.

Outstanding Equity Awards at 20092010 Fiscal Year-End

Our equity incentive program for our named executive officers consists exclusively of stock options. The following table provides information on the holdings of stock options by the named executive officers at May 31, 2009.2010. This table includes unexercised and unvested option awards. Each outstanding stock option is shown separately for each named executive officer.

Option Exercises During Fiscal 20092010

The following table sets forth information with respect to the named executive officers concerning the exercises of stock options during fiscal 2009.2010.

Non-qualified Deferred Compensation

Employees (including our executive officers) earning an annual base salary of $175,000 or more are eligible to enroll in our Deferred Compensation Plan in which these employees may elect to defer annually the receipt of a portion of their compensation and thereby defer taxation of these deferred amounts until actual payment of the deferred amounts in future years.

Participants may elect to defer base salary, bonus and commissions earned during a given year. The maximum amount of compensation permitted to be deferred is the amount remaining after all deductions for other benefits and taxes are first deducted from the gross payment. Participants may defer payment until age 59 ¹/2 or until termination of employment, subject to earlier payment in the event of a change of controlchange-in-control of Oracle or death. Distributions may be made, at the participant’s option, in a lump sum payment or in installments over a period of five or ten years.

Participating employees may receive market returns on their deferred compensation amounts based on the performance of a variety of mutual fund-type investments chosen by them. Almost all of the investment options in our Deferred Compensation Plan are identical to the investment options in our 401(k) Plan.

The table below provides information on the non-qualified deferred compensation of the named executive officers in fiscal 2009.2010.

(2)	Reflects the deferral of a portion of Mr. Block’s fiscal 2009 base salary in the amount of $16,000 (which is included in the “Salary” column in our Summary Compensation Table above) and a portion of his fiscal 2008 non-equity incentive plan bonuses (paid in fiscal 2009).

Potential Payments Upon Termination or Change-in-Control

With the exception of Juergen Rottler, noneNone of our named executive officers has an employment agreement or other arrangement that provides for termination, severance or change-in-control payments or benefits.benefits, other than our broad-based equity plan described below.

Double-Trigger Change-in-Control Benefits Under our Equity Plan

The vesting of all outstanding stock options under our Amended and Restated 2000 Long-Term Equity Incentive Plan, including those held by our named executive officers, will fully accelerate only if Oracle is acquired and the options are not assumed, or if the options are assumed and the optionholder’s employment is terminated without cause within 12 months offollowing the acquisition.

The following table provides information on the intrinsic value (i.e., the amount by which the market value of our common stock on May 29, 2009,28, 2010, the last trading day of fiscal 20092010 ($19.5922.57 per share), exceeded the exercise price), as of May 31, 20092010 of the unvested “in-the-money” stock options held by our named executive officers which would accelerate under the circumstances described in the preceding paragraph.

Severance Benefits for Juergen Rottler

Mr. Rottler’s employment letter provides for severance if he is “involuntarily terminated without cause” (which is not defined in the employment letter). Upon such termination and Mr. Rottler’s execution of a full release of claims, the employment letter provides for the following severance, subject to approval by the Compensation Committee: (a) a lump sum cash payment equal to Mr. Rottler’s twelve months’ base salary, (b) Mr. Rottler’s pro-rated bonus for the applicable fiscal year, and (c) twelve months of COBRA coverage.

The table below assumes that Mr. Rottler was involuntarily terminated without cause on May 31, 2009 and reflects the amounts he would have received under the terms of his employment letter, including his full actual bonus for fiscal 2009. As disclosed above, none of our other named executive officers has an employment agreement or other arrangement that provides for termination or severance payments or benefits.