"By filing this vindictive lawsuit against Oracle and Mark Hurd, the HP board is acting with utter disregard for [the Oracle-HP] partnership," thundered Larry Ellison Tuesday in a statement.

“Oracle has long viewed HP as an important partner,” the Oracle CEO noted, adding “The HP Board is making it virtually impossible for Oracle and HP to continue to cooperate and work together in the IT marketplace."



On September 2, Oracle offered the job of Co-President to Hurd, in a letter subsequently filed with the Securities & Exchange Commission.

Here it is in full:

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

 

Hurd accepted and countersigned the offer the following day and Oracle then announced the new appointment on Labor Day, September 6, 2010.

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