UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 3, 2010

 

 

Oracle Corporation

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   000-51788   54-2185193

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

500 Oracle Parkway, Redwood City, California   94065
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code (650) 506-7000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Oracle Corporation (“Oracle”) announced that Mark V. Hurd, 53, was appointed as a President of Oracle and was elected as a director of Oracle on September 6, 2010. Oracle also announced that Charles E. Phillips, Jr. resigned his position as a President of Oracle and as a member of Oracle’s board of directors on September 5, 2010. Copies of the press releases announcing the appointment and election of Mr. Hurd and Mr. Phillips’ resignation are attached hereto as Exhibits 99.1 and 99.2.

As President, Mr. Hurd will report to Larry Ellison, Chief Executive Officer of Oracle, and will have responsibility for Oracle’s global sales, consulting, marketing and support organizations. Prior to joining Oracle, Mr. Hurd served as Chairman of the board of directors of Hewlett-Packard Company (HP) from September 2006 to August 2010 and as Chief Executive Officer, President and a member of the HP’s board of directors from April 2005 to August 2010. Prior to joining HP, Mr. Hurd served as Chief Executive Officer of NCR Corporation, a technology company, from March 2003 to March 2005 and as President from July 2001 to March 2005. Mr. Hurd currently serves as a director of News Corporation but will not stand for re-election.

Mr. Hurd’s offer letter provides that he will be paid an annual salary of $950,000 and that Mr. Hurd will be eligible under Oracle’s Executive Bonus Plan for fiscal 2011 for a target bonus of $5,000,000, and such bonus will not exceed $10,000,000. In addition, Mr. Hurd’s offer letter provides that he will be granted a stock option to purchase 10,000,000 shares of Oracle’s common stock with an exercise price equal to the fair market value of Oracle’s common stock on the date of the grant. Mr. Hurd’s offer letter also provides that, subject to his remaining in his current role at Oracle, Mr. Hurd will be granted a stock option to purchase 5,000,000 shares of Oracle’s common stock in each of the next five years as part of Oracle’s annual company-wide employee stock option grants. Each of these stock options will vest 25% per year, beginning one year after the grant date for such stock options.

The description above is a summary of Mr. Hurd’s offer letter and is qualified in its entirety by the offer letter which is filed as Exhibit 10.28 to this current report.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.   

Description

10.28    Offer letter dated September 2, 2010 to Mark V. Hurd and employment agreement dated September 3, 2010
99.1    Press release regarding Mr. Hurd dated September 6, 2010
99.2    Press release regarding Mr. Phillips dated September 6, 2010

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ORACLE CORPORATION
Dated: September 7, 2010     By:  

/s/ Brady Mickelsen

     

Name: Brady Mickelsen

Title: Vice President, Associate General Counsel and

Assistant Secretary

 

3


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.28

   Offer letter dated September 2, 2010 to Mark V. Hurd and employment agreement dated September 3, 2010

99.1

   Press release regarding Mr. Hurd dated September 6, 2010

99.2

   Press release regarding Mr. Phillips dated September 6, 2010

 

4

Exhibit 10.28

[Oracle Letterhead]

September 2, 2010

Mark Hurd

Dear Mark:

We are pleased to offer you the position of President, Worldwide Sales, Consulting, Marketing, & Support of Oracle Corporation (“Oracle”). You will be an employee of Oracle America Inc., reporting to Larry Ellison. We offer you a starting annual base salary of $950,000. In addition, you will be eligible for a bonus under the FY11 Executive Bonus Plan of $5,000,000 for 100% target achievement, and subject to an overall bonus cap of $10,000,000.

After you commence your employment, and subject to customary corporate actions, we expect that you will be nominated to stand for election to the Board of Directors of Oracle at the annual shareholder meeting on October 6, 2010. We will expect you to cooperate and take all necessary or otherwise desirable actions to facilitate that nomination and election.

Conditioned upon your acceptance of this offer and commencement of employment at Oracle, the Compensation Committee of the Board of Directors has given approval to grant you a stock option (“Option”) to purchase 10,000,000 shares of common stock at its first meeting following your hire date, consistent with Oracle’s practice. In addition, the Compensation Committee has also given approval to grant you an Option to purchase an additional 5,000,000 shares of common stock per year in each of the next five years (for an aggregate of 25,000,000 additional shares over the next five years) as part of Oracle’s annual corporate-wide option grant process, assuming you are still employed at Oracle in the same capacity on the date of each such annual grant. All Options are pursuant to the Amended and Restated Oracle Corporation 2000 Long-Term Equity Incentive Plan. The effective grant date of these additional Option grants will be the date the Compensation Committee approves the annual grant. Each Option will have an exercise price based upon Oracle’s stock price at the close of the market on the Option grant date. The Options will be issued under a written agreement and will be subject to qualification under all applicable securities regulations. As long as you remain continuously employed by Oracle or its affiliates, you will be eligible to exercise your right to purchase 25% of the Option shares per year; beginning one year after the Compensation Committee approves the applicable Option grant, subject to the terms of your written stock option agreement and your compliance with Oracle’s Insider Trading Policy.


You agree to comply with the Insider Trading restrictions applicable to Oracle Officers and Directors throughout your employment with Oracle and for one fiscal quarter following your separation from Oracle, regardless of the reason for your separation. Among other things, under these restrictions, you are prohibited from trading in Oracle securities during the last month of each fiscal quarter and until two full trading days following Oracle’s earnings announcement for that fiscal quarter. Notwithstanding the foregoing, your proposed Option referenced in this letter agreement shall be subject to the time limitations on exercise set forth in Section 6(i) of the Plan.

This offer of employment is contingent upon your satisfactory completion of Oracle’s pre-employment background screening process, which will include education and employment verification as well as a criminal records check.

To accept this offer, please sign below as well as the enclosed Employment Agreement and Mutual Agreement to Arbitrate, Proprietary Information Agreement, Data Privacy Agreement, and any remaining new hire documents and return them to Oracle, ATTN: Americas HRSSC, 1001 Sunset Boulevard, Rocklin, CA 95765 for delivery by September 12, 2010.

If you have any questions regarding the conditions of your offer, please do not hesitate to contact me at (XXX) XXX-XXXX. This offer remains open until September 12, 2010.

Sincerely,

 

/s/ Joyce Westerdahl

Joyce Westerdahl

Senior Vice President, Human Resources

Enclosure: New Employee Packet

AGREED AND ACKNOWLEDGED:

 

/s/ Mark Hurd

Mark Hurd

Date: September 3, 2010


Employment Agreement & Mutual Agreement to Arbitrate

Please read this Agreement carefully before you agree to its terms by signing it. You may wish to consult an attorney prior to signing the Agreement. The Agreement sets forth certain important benefits, terms and conditions related to your employment with Oracle. It also sets forth the mutual agreement between you and Oracle to arbitrate any dispute or claim arising out of or related to your Oracle employment and to waive all rights to a trial or hearing before a court or jury, except as provided below.

Proprietary Information

Oracle’s proprietary rights and confidential information are among the company’s most important assets. In addition to signing this Agreement as a condition of employment, you also must sign the Proprietary Information Agreement included in the New Hire Offer Packet.

Oracle Policies

Your adherence to the Oracle Code of Ethics and Business Conduct, set forth in a booklet that is mailed to you within two weeks of your first date of employment at Oracle, is vital to Oracle and to your success at Oracle. When you sign this Agreement, you are agreeing to thoroughly familiarize yourself with the Oracle Code of Ethics and Business Conduct and you are agreeing to abide by it. You also agree to take Oracle’s Ethics and Business Conduct course, available on-line through Oracle’s intranet. In addition, when you sign this Agreement, you are acknowledging that you have read the letter addressing Oracle’s Safety Program highlights included in the New Hire Offer Packet. Oracle maintains an Internal Privacy Policy, which describes Oracle’s privacy practices for employment-related information, including personal information that may be collected, how and where personal information is processed, to whom personal information may be provided, and how you may access and rectify personal information about you. You agree to abide by the terms of Oracle’s Internal Privacy Policy in effect during your employment; a current copy of such policy is also included in the New Hire Offer Packet. The Oracle Code of Ethics and Business Conduct, the Oracle Employee Handbook, and Oracle’s Internal Privacy Policy are all on the Oracle intranet and accessible to all employees. You agree, after beginning employment, to access the Employee Handbook and thoroughly familiarize yourself with Oracle policies and to abide by them. Additionally, from time to time, Oracle will communicate important information about its policies by way of electronic mail notification and/or the Oracle intranet. By signing this agreement, you agree to thoroughly review these policy communications and to abide by them.

Oracle is a government contractor, and, as such, certain federal, state, and local laws may place prohibitions or other restrictions on the ability of former government workers, and/or relatives of current or former government workers, to be employed by or to perform certain work on behalf of Oracle. By signing below, you are affirming that your employment with Oracle, and any work you perform while employed by Oracle, will not conflict with any such prohibitions or restrictions.

Employment Eligibility

In order to comply with the Immigration Reform and Control Act of 1986, the federal government requires the company to examine documents which prove your legal right to work in the United States. Please see the Verification of Eligibility for Employment information which also is a part of the New Hire Offer Packet.

Benefits

Oracle offers its employees a comprehensive medical, dental, vision, life and disability insurance package through Oracleflex, a flexible benefits program. Oracleflex may require employee contributions. The company also offers benefits including a 401(k) Savings and Retirement Plan, an Employee Stock Purchase Plan, a Dependent Care Reimbursement Plan and an Educational Reimbursement Plan. The details of these plans are included in the New Hire Offer Packet and/or are available on the Oracle intranet. You understand that you must make your Oracleflex benefits elections within the limited time period set forth in the communication accompanying your personal identification number that you will receive after beginning employment.

By signing this Agreement, you authorize Oracle to deduct from your compensation any and all contributions associated with your elections under Oracleflex, the Oracle 401(k) Savings and Investment Plan, the Oracle Employee Stock Purchase Plan, or any other benefit offered by Oracle in which you participate and for which an employee contribution is required.


Your starting compensation, position and other terms and conditions related to your employment are set forth in the offer letter you received. By signing this Agreement, you also are agreeing to the terms and conditions set forth in the offer letter, which are incorporated herein. Oral or written representations contradicting or supplementing the terms of the offer letter are not valid.

At-Will Employment

Employment at Oracle is at-will. The company makes no express or implied commitment that your employment will have a minimum or fixed term, that Oracle may take adverse employment action only for cause or that your employment is terminable only for cause. Either you or Oracle may terminate the employment relationship at any time for any reason. Additionally, Oracle may take any other employment action at any time for any reason. No one at Oracle may make, unless specifically authorized in writing by Oracle’s Board of Directors, any promise, express or implied, that employment is for any fixed term or that cause is required for the termination of or change in the employment relationship.

Equal Employment Opportunity and Escalation Process

Oracle believes that all employees should be treated fairly and equitably in conformance with its Equal Employment Opportunity policy. We take personnel action without regard to race, color, national origin, sex, marital status, sexual orientation, gender identity, age, religion, disability, veteran status, or any other characteristic prohibited by federal, state or local law. Our commitment to this policy applies to every phase of the employment relationship, and we make every effort to comply with this policy. If, however, you feel you have not been treated fairly in some way in your Oracle employment, you agree, before taking any other action, to make a written complaint to a Director of the Human Resources Department and to allow individuals within the Department a reasonable period of time in which to investigate and informally attempt to resolve your issues.

Mutual Agreement to Arbitrate

You and Oracle understand and agree that any existing or future dispute or claim arising out of or related to your Oracle employment, or the termination of that employment, will be resolved by final and binding arbitration and that no other forum for dispute resolution will be available to either party, except as to those claims identified below. The decision of the arbitrator shall be final and binding on both you and Oracle and it shall be enforceable by any court having proper jurisdiction.

The arbitration proceedings shall be conducted pursuant to the Federal Arbitration Act, and in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association or the Employment Arbitration Rules and Procedures adopted by Judicial Arbitration & Mediation Services (“JAMS”). The arbitrator will have all the powers a judge would have in dealing with any question or dispute that may arise before, during and after the arbitration.

Claims Not Covered

Claims not covered by this Arbitration Agreement are:

 

  1. Claims under Title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention,

 

  2. Claims for benefits under the workers’ compensation, unemployment insurance and state disability insurance laws, and

 

  3. Claims by you or by Oracle for temporary restraining orders or preliminary injunctions (“temporary equitable relief”) in cases in which such temporary equitable relief would be otherwise authorized by law. In such cases where temporary equitable relief is sought, the trial on the merits of the action will occur in front of, and will be decided by, the arbitrator, who will have the same ability to order legal or equitable remedies as could a court of general jurisdiction.


Costs

Oracle agrees to bear the costs of the arbitrator’s fee and all other costs related to the arbitration, assuming such costs are not expenses that you would be required to bear if you were bringing the action in a court of law. You and Oracle shall each bear your own attorneys’ fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute at issue in the dispute or other appropriate law authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as permitted by the applicable statute or law.

Consideration

You understand and acknowledge that you are offered employment in consideration of your promise to arbitrate claims. In addition, the promises by Oracle and by you to resolve claims by arbitration in accordance with the provisions of this Arbitration Agreement, rather than through the courts, provide consideration for each other.

Knowing and Voluntary Agreement; Complete Agreement

You understand and agree that you have been advised to consult with an attorney of your own choosing before signing this Employment Agreement & Mutual Agreement to Arbitrate, and you have had an opportunity to do so.

YOU FURTHER UNDERSTAND AND AGREE THAT YOU HAVE READ THIS EMPLOYMENT AGREEMENT & MUTUAL AGREEMENT TO ARBITRATE CAREFULLY. BY SIGNING IT, YOU ARE EXPRESSLY WAIVING ANY AND ALL RIGHTS TO A TRIAL OR HEARING BEFORE A COURT OR JURY OF ANY AND ALL DISPUTES AND CLAIMS SUBJECT TO ARBITRATION UNDER THIS ARBITRATION AGREEMENT WHICH CLAIMS YOU MAY NOW OR IN THE FUTURE HAVE.

This Arbitration Agreement contains the complete agreement between Oracle and you regarding the subject of arbitration and alternate dispute resolution, and supersedes any and all prior written, oral, or other types of representations and agreements between Oracle and you, if any.

Severability

If any portion of this Employment Agreement & Mutual Agreement to Arbitrate shall, for any reason, be held invalid or unenforceable, or contrary to public policy or any law, the remainder of the Agreement shall not be affected by such invalidity or unenforceability, but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this Agreement.

Modification

This Employment Agreement & Mutual Agreement to Arbitrate may be modified only in a writing, expressly referencing this Agreement and you by full name, signed by you and Oracle’s Board of Directors.

By signing below you are agreeing that you have read and understood every provision of this Agreement and that, in consideration for your employment at Oracle, you agree to abide by its terms.

 

ACKNOWLEDGED AND ACCEPTED:        

Mark Hurd

       
Print Name        

/s/ Mark Hurd

    

9/3/2010

  
Signature      Date   

Exhibit 99.1

LOGO

Oracle Hires Mark Hurd as President

Hurd Joins Oracle’s Board of Directors

REDWOOD SHORES, Calif., September 6, 2010 – Oracle (NASDAQ: ORCL) today announced that Mark V. Hurd has joined Oracle as President and has been named to Oracle’s Board of Directors. Mr. Hurd will report to Oracle CEO Larry Ellison.

“Mark did a brilliant job at HP and I expect he’ll do even better at Oracle,” said Oracle CEO Larry Ellison. “There is no executive in the IT world with more relevant experience than Mark. Oracle’s future is engineering complete and integrated hardware and software systems for the enterprise. Mark pioneered the integration of hardware with software when Teradata was a part of NCR.”

“Mark is an outstanding executive and a proven winner,” said Oracle President Safra Catz. “I look forward to working with him for years to come. As Oracle continues to grow we need people experienced in operating a $100 billion business.”

“I believe Oracle’s strategy of combining software with hardware will enable Oracle to beat IBM in both enterprise servers and storage,” said Mark Hurd. “Exadata is just the beginning. We have some exciting new systems we are going to announce later this month at Oracle OpenWorld. I’m excited to be a part of the most innovative technology team in the IT industry.”

Cautionary Statement Regarding Forward-Looking Statements

Statements in this press release relating to Oracle’s future plans, expectations, beliefs, intentions and prospects are “forward-looking statements” and are subject to material risks and uncertainties. When used in this press release, the words “will”, “future”, “expect”, “look forward to”, similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Oracle, that could cause actual outcomes and results to be materially


different from those projected, described, expressed or implied in this press release due to a number of risks and uncertainties. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on Oracle’s Investor Relations website at http://www.oracle.com/investor . All information set forth in this press release is current as of September 7, 2010. Oracle undertakes no duty to update any statement in light of new information or future events.

About Oracle

Oracle (NASDAQ: ORCL) is the world’s most complete, open and integrated business software and hardware systems company.

Trademarks

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

# # #

Contact:

Deborah Hellinger

Oracle Corporate Communications

212.508.7935

Deborah.hellinger@oracle.com

Exhibit 99.2

LOGO

Charles Phillips Resigns as President of Oracle

Phillips Also Resigns From Oracle Board of Directors

Redwood Shores, Calif., September 6, 2010 – Oracle (NASDAQ: ORCL) today announced that Charles Phillips has resigned his position as President and as a member of the board of directors.

“Charles has evolved our field culture toward a more customer-centric organization and improved our top line consistency through a period of tremendous change and growth,” said Oracle CEO Larry Ellison. “When Charles approached me last December and expressed his desire to transition out of the company, I asked him to stay on through the Sun integration which has gone well. We will miss his talent and leadership, but I respect his decision.”

“I want to thank Larry Ellison and the Oracle Board of Directors for the tremendous opportunity to be a part of an important and winning team for the last 29 quarters,” said Phillips. “It has been an honor to work with them, Safra Catz, and the thousands of Oracle employees around the world who are committed to delivering high quality products and services to customers, and to be a part of one of the most innovative companies on the planet.”


About Oracle

Oracle (NASDAQ: ORCL) is the world’s most complete, open and integrated business software and hardware systems company.

Trademarks

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

# # #

Contact:

Deborah Hellinger

Oracle Corporate Communications

212.508.7935

Deborah.hellinger@oracle.com