Form S-8 ORACLE CORP

Form S-8 ORACLE CORP

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December 19, 2016 4:17 PM EST

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As filed with the Securities and Exchange Commission on December 19, 2016

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORACLE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

54-2185193

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

500 Oracle Parkway

Redwood City, California 94065

(Address of Principal Executive Offices, Including Zip Code)

NetSuite Inc. 2007 Equity Incentive Plan

NetSuite Inc. 2016 Equity Incentive Plan

LogFire, Inc. Stock Option Plan

Amendment to the LogFire, Inc. Stock Option Plan

Oracle Corporation 401(k) Savings and Investment Plan, Amended and Restated January 1, 2014

First Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

Second Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

(Full title of the plan)

Dorian Daley

Executive Vice President, General Counsel & Secretary

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

(Name and address of agent for service)

(650) 506-7000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE



Title of securities to be registered (1)	Amount to be registered (2)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.01, issuable in respect of assumed NetSuite stock options	1,770,396	$29.93 (3)	$52,987,952	$6,141.30
Common Stock, par value $0.01 per share, issuable in respect of assumed NetSuite restricted stock units and performance stock units	12,949,328	$39.49 (4)	$511,368,963	$59,267.66
Common Stock, par value $0.001, issuable in respect of assumed LogFire stock options	12,028	$31.15 (3)	$374,672	$43.42
Common Stock, par value $0.01, related to the Oracle Corporation 401(k) Plan, as amended	15,000,000	$39.49 (4)	$592,350,000	$68,653.37
TOTAL	29,731,752	N/A	$1,157,081,587	$134,105.75

(1)

This Registration Statement (the “Registration Statement”) registers the issuance of the common stock of Oracle Corporation (the “Registrant”), par value $0.01 (the “Common Stock”) issuable pursuant to (i) equity awards assumed by the Registrant as a result of the consummation on November 7, 2016, of the transaction contemplated by the Agreement and Plan of Merger, dated as of July 28, 2016, by and among the Registrant, OC Acquisition LLC and Napa Acquisition Corporation, each a subsidiary of the Registrant, and NetSuite Inc., and (ii) equity awards assumed by the Registrant as a result of the consummation on December 9, 2016, of the transaction contemplated by the Agreement and Plan of Merger, dated as of September 2, 2016, by and among the Registrant, OC Acquisition LLC and Luxor Acquisition Corporation, each a subsidiary of the Registrant, LogFire, Inc. and the Holder Representative, as amended on December 9, 2016. This Registration Statement also registers shares issuable pursuant to the Oracle Corporation 401(k) Savings and Investment Plan, as amended (the “401(k) Plan”).

(2)

Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued as a result of stock splits, stock dividends or similar transactions. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plan.

(3)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act, on the basis of the weighted average exercise price per share of the outstanding options.

(4)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c), (f) and (g) of the Securities Act, on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on December 16, 2016.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission are incorporated herein by reference:

1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2016 filed with the Commission on June 22, 2016 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2016 filed with the Commission on September 19, 2016 pursuant to Section 13 of the Exchange Act, and the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2016 filed with the Commission on December 19, 2016 pursuant to Section 13 of the Exchange Act.

3. The Registrant’s Current Reports on Form 8-K filed with the Commission pursuant to Section 13 of the Exchange Act on June 16, 2016, July 7, 2016, August 1, 2016, September 15, 2016, November 22, 2016 and December 15, 2016, only to the extent filed and not furnished.

4. The description of the Registrant’s Common Stock included in the Registrant’s registration statement on page 6 of Form S-3 (Reg. No. 333-210282), filed with the Commission on March 18, 2016, including any amendments or reports filed for the purpose of updating such descriptions.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Brian S. Higgins, who is issuing the opinion of the Registrant’s Legal Department on the legality of the Registrant’s Common Stock offered hereby, is Vice President, Associate General Counsel and Assistant Secretary of the Registrant. Mr. Higgins holds restricted stock units and employee stock options to purchase Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of each of its directors for monetary damages for breach of such director’s fiduciary duty as a director, except for liability: (a) for any breach of the director’s duty of loyalty to the Registrant or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. The directors’ liability will be further limited to the extent permitted by any future amendments to the Delaware General Corporation Law authorizing the further limitation or elimination of the liability of directors. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the Registrant is required to advance expenses, as incurred, to such directors and officers in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom the Registrant brings a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of the law or deriving an improper personal benefit); (iii) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with such directors, officers and employees; (iv) the Registrant is required to maintain director and officer liability insurance to the extent it determines that such insurance is reasonably available; and (v) the Registrant may not retroactively amend the Bylaw provisions in a way that is adverse to such directors and officers.

The Registrant has entered into indemnification agreements with its directors and a number of its officers containing provisions which provide for the indemnification of such directors or officers, as applicable, to the fullest extent permitted by Delaware law.

The indemnification provisions in the Bylaws, and any indemnification agreements entered into between the Registrant and its directors or officers, may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit No.		Description of Exhibit

5.1		Opinion of Counsel

23.1		Consent of Counsel (included in Exhibit 5.1)

23.2		Consent of Independent Registered Public Accounting Firm

24.1		Power of Attorney (included on Signature Page)

99.1		NetSuite Inc. 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of NetSuite’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008)

99.2		NetSuite Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of NetSuite’s Registration Statement on Form S-8 filed with the SEC on August 29, 2016)

99.3		LogFire, Inc. Stock Option Plan

99.4		Amendment to the LogFire, Inc. Stock Option Plan

99.5		Oracle Corporation 401(k) Savings and Investment Plan, Amended and Restated January 1, 2014

99.6		First Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

99.7		Second Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

Item 9. Undertakings.

a.	The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in “Calculation of Registration Fee” table in the effective Registration Statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under “Item 6—Indemnification of Directors and Officers”, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on this 19th day of December, 2016.


ORACLE CORPORATION

By:		/S/ DORIAN DALEY
Name:		Dorian Daley
Title:		Executive Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Safra A. Catz and Dorian Daley, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ SAFRA A. CATZ Safra A. Catz	Chief Executive Officer and Director (Principal Executive and Financial Officer)	December 19, 2016

/S/ MARK V. HURD Mark V. Hurd	Chief Executive Officer and Director (Principal Executive Officer)	December 19, 2016

/S/ WILLIAM COREY WEST William Corey West	Executive Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	December 19, 2016

/S/ LAWRENCE J. ELLISON Lawrence J. Ellison	Chairman of the Board of Directors and Chief Technology Officer	December 19, 2016

/S/ JEFFREY O. HENLEY Jeffrey O. Henley	Vice Chairman of the Board of Directors	December 19, 2016

/S/ JEFFREY S. BERG Jeffrey S. Berg	Director	December 19, 2016

/S/ H. RAYMOND BINGHAM H. Raymond Bingham	Director	December 19, 2016


/S/ MICHAEL J. BOSKIN Michael J. Boskin	Director	December 19, 2016

/S/ BRUCE R. CHIZEN Bruce R. Chizen	Director	December 19, 2016

/S/ GEORGE H. CONRADES George H. Conrades	Director	December 19, 2016

/S/ HECTOR GARCIA-MOLINA Hector Garcia-Molina	Director	December 19, 2016

/S/ RENÉE J. JAMES Renée J. James	Director	December 19, 2016

/S/ LEON E. PANETTA Leon E. Panetta	Director	December 19, 2016

/S/ NAOMI O. SELIGMAN Naomi O. Seligman	Director	December 19, 2016

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

5.1		Opinion of Counsel

23.1		Consent of Counsel (included in Exhibit 5.1)

23.2		Consent of Independent Registered Public Accounting Firm

24.1		Power of Attorney (included on Signature Page)

99.1		NetSuite Inc. 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of NetSuite’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008)

99.2		NetSuite Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of NetSuite’s Registration Statement on Form S-8 filed with the SEC on August 29, 2016)

99.3		LogFire, Inc. Stock Option Plan

99.4		Amendment to the LogFire, Inc. Stock Option Plan

99.5		Oracle Corporation 401(k) Savings and Investment Plan, Amended and Restated January 1, 2014

99.6		First Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

99.7		Second Amendment to the Oracle Corporation 401(k) Savings and Investment Plan

Exhibit 5.1

[ORACLE LETTERHEAD]

December 19, 2016

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Ladies and Gentlemen:

I am Vice President, Associate General Counsel and Assistant Secretary of Oracle Corporation (the “Company”), and I offer this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on or about December 19, 2016, in connection with the registration under the Securities Act of 1933, as amended, of 14,731,752 shares of the Common Stock of the Company, par value $0.01 (the “Shares”), of which (i) 14,719,724 Shares are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of July 28, 2016 (the “NetSuite Merger Agreement”), by and among the Company, OC Acquisition LLC and Napa Acquisition Corporation, each a subsidiary of the Company, and NetSuite Inc. (“NetSuite”), and (ii) 12,028 Shares are issuable pursuant to equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of September 2, 2016 and amended on December 9, 2016 (the “LogFire Merger Agreement”), by and among the Company, OC Acquisition LLC and Luxor Acquisition Corporation, each a subsidiary of the Company, LogFire, Inc. (“LogFire”) and the Holder Representative. The NetSuite Merger Agreement and the LogFire Merger Agreement are referred to as the “Merger Agreements.”

Pursuant to the Merger Agreements, the Company assumed outstanding equity awards of (a) NetSuite under the NetSuite Inc. 2007 Equity Incentive Plan and the NetSuite Inc. 2016 Equity Incentive Plan (together, the “NetSuite Plans”), and (b) LogFire under the LogFire, Inc. Stock Option Plan, as amended (the “LogFire Plan”). The Registration Statement also registers 15,000,000 Shares under the Oracle Corporation 401(k) Savings and Investment Plan, as amended (the “401(k) Plan”). Together the NetSuite Plans, the LogFire Plan and the 401(k) Plan are referred to as the “Plans”.

I have examined such documents and such matters of fact and law as I have deemed necessary to examine relating to the issuance of the Shares. It is my opinion that the Shares, when delivered pursuant to the terms of the applicable Plans, will be validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to myself in the Registration Statement and any amendments thereto.

Sincerely,

/s/ BRIAN S. HIGGINS

Brian S. Higgins

Vice President, Associate General Counsel and Assistant Secretary

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the

•

NetSuite Inc. 2007 Equity Incentive Plan,

•

NetSuite Inc. 2016 Equity Incentive Plan,

•

LogFire, Inc. Stock Option Plan,

•

Amendment to the LogFire, Inc. Stock Option Plan,

•

Oracle Corporation 401(k) Savings and Investment Plan, Amended and Restated January 1, 2014,

•

First Amendment to the Oracle Corporation 401(k) Savings and Investment Plan, and

•

Second Amendment to the Oracle Corporation 401(k) Savings and Investment Plan,

of our reports dated June 22, 2016, with respect to the consolidated financial statements and schedule of Oracle Corporation and the effectiveness of internal control over financial reporting of Oracle Corporation included in its Annual Report (Form 10-K) for the year ended May 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

December 19, 2016

Exhibit 99.3

LOGFIRE, INC.

STOCK OPTION PLAN

PLAN DOCUMENT

LOGFIRE, INC.

Stock Option Plan

Table of Contents


Article I	General Purpose	1

Article II	Definitions	1

Article III	Stock Subject to Plan	4

Article IV	Administration	4

Article V	Expiration and Termination of Plan	5

Article VI	Eligibility	5

Article VII	Option Vesting	6

Article VIII	Exercise Price	6

Article IX	Consideration and Durations of Options	7

Article X	Exercise of Option	7

Article XI	Termination of Options	8

Article XII	Additional Conditions upon Issuance of Shares	9

Article XIII	Granting of Options	9

Article XIV	Reservation of Shares	10

Article XV	Acceleration on Certain Capital Events	10

Article XVI	Other Rights of Company and Participants	10

ARTICLE I

GENERAL PURPOSE

The name of this plan is the LogFire, Inc. Stock Option Plan (the “Plan”). This Plan was adopted by LogFire, Inc., a Delaware corporation (the “Company”), as of June 13, 2014. Capitalized terms used herein shall have the meanings set forth in Article II.

The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and consultants, and to promote the success of the Company’s business.

All Options granted under this Plan shall be separately designated as Incentive Stock Options or Non-Qualified Stock Options at the time of grant in the Award Agreement.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

“10% Stockholder” shall mean a stockholder of the Company who, at the time of grant, owns (or is deemed to own pursuant to Code Section 424(d)) stock representing more than 10% of the total combined voting power of all classes of stock of the Company, or of any of its Affiliates.

“Administrator” shall mean the compensation committee of the Board, which governs this Plan in accordance with Article IV hereof and as otherwise provided in this Plan.

“Affiliate” shall mean, with respect to any Person, (a) a spouse, descendant or ancestor of such Person; (b) any partnership of which such Person is a general partner; (c) any trust or estate in which such Person has a substantial beneficial interest, or of which such Person serves as trustee or in some other fiduciary capacity, or of which such Person is the grantor; (d) any corporation or organization (i) in which such Person is, directly or indirectly, the beneficial owner of 50% or more of any class of equity interest therein, or (ii) which is, directly or indirectly, the beneficial owner of 50% or more of any class of equity interest in such Person, (e) any officer or director of such Person, or any Person who is, directly or indirectly, the beneficial owner of 50% or more of any class of equity interest in such Person, and (f) any Person which controls, is controlled by, or is under common control with, the Person.

“Applicable Laws” shall mean all applicable laws, regulations, requirements and statutes relating to the administration of stock option plans and agreements under U.S. state corporate laws, U.S. federal and state securities laws, and the Code.

“Award Agreement” shall mean the written agreement between the Company and each Participant pursuant to which the Company grants the Options to such Participant. Each such Award Agreement shall specify the number and type of Options granted, the dates of vesting of the Options (if applicable), the Exercise Price and such other terms and conditions as the Administrator may deem advisable at that time in its sole discretion.

“Board” shall mean the Company’s Board of Directors, including any Board committee having authority to act on behalf of the Board for certain purposes.

“Capital Event” shall mean (a) any sale, transfer, conveyance or issuance, directly or indirectly, in one or a series of related transactions, whether by sale, merger, public offering, consolidation or reorganization, of more than 90% of the outstanding stock in the Company to one or more related Persons that are not an Affiliate of the Company or any of its shareholders, (b) any sale, transfer or conveyance, directly or indirectly, in one or a series of related transactions, of 90% or more of the Company’s assets to any person(s) or entity(s) that is not an Affiliate of the Company or any of its shareholders, or (c) an IPO.

“Cause” shall have the meaning set forth in the employment or consulting or similar agreement between the Company or any Subsidiary thereof and the Participant, the Award Agreement or, in the absence of any such agreement, shall mean any of the following as reasonably determined by the Company: (a) the Participant ceases to devote to the Company’s or Subsidiary’s business sufficient time, skill, attention, and best efforts, (b) continued neglect by the Participant in the performance of his duties, or other repeated material failure by the Participant to perform his duties, in each case for a reason not beyond the Participant’s control, (c) gross negligence or willful misconduct by the Participant in connection with the Participant’s services on behalf of the Company or any Subsidiary, including dishonesty (including theft, embezzlement, or unauthorized taking or use of property of the Company) or fraud, (d) commission by the Participant of a felony or a crime involving moral turpitude, as evidenced by conviction or by the Participant’s admission, (e) a material breach by the Participant of its Award Agreement, this Plan or any other agreement with the Company or a Subsidiary, or (f) the failure to observe or perform any material provision of the Company’s or a Subsidiary’s written policies, which failure is not cured within 5 business days following notice thereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Stock” shall mean a share of common stock in the Company, as set forth in the Company’s Certificate of Incorporation (as amended from time to time).

“Company” shall mean LogFire, Inc., a Delaware corporation.

“Director” shall mean a member of the Board.

“Employee” shall mean any person employed by the Company or any Affiliate of the Company as determined under the rules contained in Code Section 3401. Neither service as a Director nor payment of a Director’s fee by the Company shall be sufficient by itself to constitute “employment” by the Company.

“Exercise Price” shall mean, except as provided in Section 6.2 hereof, with respect to each Option granted under this Plan, Fair Market Value determined as of the Grant Date. The Exercise Price shall be set forth in the applicable Award Agreement.

“Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows:

(a) if the Common Stock is listed on a national securities exchange, the last reported sales price of the Common Stock on such exchange on such date (or if there shall be no trading on such date, then on the next previous date on which there shall have been trading of the Common Stock);

(b) if the Common Stock is not listed on a national securities exchange, if applicable, the average of the highest bid and the lowest ask prices at the close of business in the over-the-counter market on such date; or

(c) if the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, as determined by the Administrator, in good faith on the basis of available financial information (including, if available and without limitation, information regarding recent sales of Common Stock), using any reasonable valuation method. The Administrator’s determination of the fair market value shall be conclusive.

“Incentive Stock Option” shall mean an Option intended to qualify as an incentive stock option and that qualifies as an incentive stock option within the meaning of Code Section 422.

“IPO” shall mean the consummation of an initial underwritten public offering of the Company (or any corporate successor of the Company) of its Shares pursuant to a registration statement (other than a registration statement relating solely to an employee benefit plan) that has been filed under the Securities Act and declared effective by the Securities and Exchange Commission.

“Non-Qualified Stock Option” shall mean an Option not intended to qualify as an Incentive Stock Option or that does not qualify as an Incentive Stock Option.

“Option” shall mean an optiongranted pursuant to this Plan.

“Participant” shall mean any Person who is eligible to participate in this Plan pursuant to Article VI and to whom Options are granted under this Plan.

“Person” shall mean an individual, partnership, joint venture, association, corporation, limited liability company, trust or any other legal entity.

“Plan” means this Stock Option Plan of the Company.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Share” shall mean a share of Common Stock.

“Subsidiary” shall mean any Person in which the Company holds an ownership interest, directly or indirectly, through one or more intermediate entities.

ARTICLE III

STOCK SUBJECT TO PLAN

The maximum aggregate number of Shares available for issuance under this Plan shall not exceed 2,893,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under this Plan (unless this Plan has terminated), provided that the granting and terms comply in all respects with this Plan. However, Shares that have actually been issued under this Plan, upon exercise of an Option, shall not be returned to this Plan and shall not become available for future distribution under this Plan.

ARTICLE IV

ADMINISTRATION

4.1. This Plan shall be administered by the Administrator.

4.2. Subject to the provisions of this Plan and any specific duties or restrictions set forth from time to time by the Board, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(a) to exercise all of the powers granted to it under this Plan;

(b) to determine the persons to whom Options are to be granted under this Plan;

(d) to determine whether an Option granted will be an Incentive Stock Option or a Non-Qualified Stock Option, or a combination of both;

(e) to determine the Fair Market Value of the Common Stock at the time that an Option is exercised to determine the applicable tax withholding obligations in connection with the exercise of any Option granted hereunder;

(f) to construe, interpret and implement this Plan and written Award Agreements;

(g) to employ attorneys, consultants, accountants, appraisers or other professional persons, and reasonably rely upon the advice, opinions and valuations of such persons in interpreting and administering this Plan;

(h) to prescribe, amend and rescind any rules and regulations relating to this Plan or any Award Agreement, including rules governing its own operations;

(i) to make all determinations necessary or advisable in administering this Plan or interpreting any Award Agreement;

(j) to correct any defect, supply any omission and reconcile any inconsistency in this Plan or any Award Agreement;

(k) to amend this Plan to reflect changes in Applicable Law.

4.3. All decisions, determinations and interpretations of the Administrator shall be final, conclusive and binding on all persons, including the Company and Participants. Determinations and decisions made by the Administrator under the Plan, including the selection of Participants, need not be uniform and may be made by the Administrator selectively.

4.4. No member of the compensation committee of the Board that constitutes the Administrator shall be personally liable for any action or determination or interpretation made, in good faith, or for any action not taken if the determination not to act is made in good faith, with respect to this Plan or any Award Agreement. The Company shall indemnify the Administrator with respect to any such actions, inactions, determinations or interpretations related to the administration of the Plan, and such indemnification shall be against all costs and expenses reasonably incurred in connection with any action, suit or proceeding to which it or any of the members of the compensation committee of the Board comprising it may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award Agreement.

4.5. Actions of the Administrator shall be determined by the members of the compensation committee of the Board that constitutes the Administrator. Notwithstanding the foregoing, the Board may overrule any action made by the Administrator.

ARTICLE V

EXPIRATION AND TERMINATION OF PLAN

This Plan shall become effective upon its adoption by the Board and shall continue in effect until it is terminated hereunder. Options may be granted under this Plan at any time and from time to time prior to the expiration or termination of this Plan, except as to Options then outstanding under this Plan. Such Options shall remain in effect until they have been exercised, expired or cancelled for any reason herein or pursuant to the Award Agreement. Notwithstanding the foregoing, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it was granted. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, is a 10% Stockholder, the term of such Option shall be 5 years from the date of grant thereof.

ARTICLE VI

ELIGIBILITY

6.1 Incentive Stock Options may be granted to Employees only. Non-Qualified Stock Options may be granted to executives, Employees and other non-Employee individuals (including non-Employee members of the Board or any advisory board) providing services to the Company or any Subsidiary who are responsible for and contribute to the management, growth and profitability of the Company are eligible to be Participants under the Plan.

6.2 No 10% Stockholder shall be eligible for the grant of an Incentive Stock Option, unless the Exercise Price of such Option is at least 110% of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of 5 years from the date of grant.

6.3 To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year under all plans of the Company and its Affiliates exceeds $100,000.00, the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

6.4 No Incentive Stock Option may be exercised unless, at the time of such exercise, the Participant, is, and has been continuously since the date of grant of such Incentive Stock Option, an Employee, except that:

(a) an Incentive Stock Option may be exercised within the period of 3 months after the date the Participant ceases to be an Employee (or within such lesser period as may be specified in the applicable Award Agreement) if and only to the extent that the Incentive Stock Option was exercisable at the date of employment termination, provided that the Award Agreement may designate a longer exercise period, and any exercise after such 3 month period shall be treated as the exercise of a Non-Qualified Option under the Plan;

(b) if the Participant dies while he or she is an Employee, or within 3 months after the Participant ceases to be an Employee, the Incentive Stock Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one year after the date of death (or within such lesser period as may be specified in the applicable Award Agreement) if and only to the extent that the Incentive Stock Option was exercisable at the date of death; and

ARTICLE VII

OPTION VESTING

Any and all Options granted under the Plan shall vest based on a vesting schedule determined by the Administrator and reflected in the particular Award Agreement. Such vesting schedule may (a) correspond with the Participant’s period of continuous employment or engagement in good standing following the date of grant, (b) correspond to the achievement of certain Participant or Company performance targets, or (c) reflect such other vesting benchmarks as determined by the Administrator.

ARTICLE VIII

EXERCISE PRICE

The Exercise Price of each Share purchasable under any Option granted under this Plan shall be determined by the Administrator and such price shall be set forth in each respective Award Agreement entered into pursuant to this Plan. The Administrator’s determination of the Fair Market Value shall be conclusive and the Exercise Price of Shares under Options granted on any particular date shall be set forth in the minutes of the meeting of the Board when such price was determined.

ARTICLE IX

CONSIDERATION AND DURATIONS OF OPTIONS

9.1. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator if other than by check or cash. Such consideration may consist of, without limitation, (a) cash, (b) check, (c) promissory note, (d) other Shares, provided Shares acquired directly from the Company (i) have been owned by the Participant for more than 6 months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (e) Participant electing to receive a net amount of Shares computed as follows (a “Cashless Exercise”):


		X = Y(A-B)
		A


Where:	X =	the number of Shares issued to Participant

	Y =	the number of Shares purchasable under the Options being exercised

	A =	Fair Market Value of one Share on the exercise date

	B =	Exercise Price

or (f) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. In the event a Participant is allowed to exercise such Participant’s Options by delivery of a promissory note, such note shall be a full-recourse promissory note secured by the purchased Shares. The terms of such promissory note shall be determined by the Administrator; provided, however, the par value of the Shares purchased upon the exercise of an Option shall not be paid through the use of a promissory note.

9.2. As to any person who is granted an Option hereunder, the unexercised portion of any Option granted under this Plan shall automatically and without notice terminate and become null and void in accordance with the terms of this Plan or the Award Agreement as approved by the Administrator.

ARTICLE X

EXERCISE OF OPTION

Any Option granted hereunder shall be exercisable according to the terms and under such conditions as determined by the Administrator and set forth herein or in the Award Agreement. An Option may not be exercised for a fraction of a Share. Options shall be exercisable during the lifetime of the Participant only by such Participant or by his attorney-in-fact or conservator, unless, in the case of an Incentive Stock Option, such exercise by the attorney-in-fact or conservator would disqualify the Incentive Stock Option as such.

To determine applicable tax withholding obligations in connection with the exercise of any Option granted hereunder, the Administrator shall determine the Fair Market Value of the Common Stock at the time the Option is exercised.

An Option shall be deemed exercised when the Company receives: (i) written notice of exercise from the person entitled to exercise the Option, (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) satisfaction of the other conditions outlined in this Plan or the Award Agreement, including, without limitation, payment of an amount equal to the income taxes required to be withheld from the Participant. Shares issued upon exercise of an Option shall be issued in the name of the Participant.

Until the Shares are issued (as evidenced by the issuance of an appropriate stock certificate, or the appropriate entry on the books of the Company or of a fully authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in this Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

ARTICLE XI

TERMINATION OF OPTIONS

Except as otherwise provided in the Participant’s Award Agreement:

11.1. Options shall automatically terminate and the Company shall have no further obligation hereunder to the Participant on the earliest occurrence of any of the following:

(a) Immediately upon termination of Participant’s employment with the Company and its Affiliates for Cause;

(b) 30 days following Participant’s termination of employment with the Company and its Affiliates for any reason other than Cause (including resignation, death or diability);

(c) Following an IPO, upon the latest of (i) 90 days following Participant’s termination of employment with the Company and its Affiliates (one year in the case of termination due to death or disability) and, if Participant dies following termination while holding a vested Option, one year from date of death, (ii) 90 days following consummation of the IPO or (iii) 30 days following expiration of any applicable underwriter-imposed restriction on the sale of Shares undertaken in connection with an IPO;

(d) Immediately upon the 10^th anniversary of the date of grant; and

(e) Immediately upon cancellation, termination or expiration of the Options pursuant to action taken by the Administrator in accordance with this Plan.

11.2. In the event of a termination for Cause, the Company shall have the right (but not the obligation), for a period of 6 months from the date of such termination, to purchase all Shares from the exercise of Options herein from such Participant for a purchase price equal to the Exercise Price paid for such Shares plus an annualized [6%] rate of return from the exercise date of such Shares. In the event of any other termination, the Company shall have the right (but not the obligation) to purchase all Shares from the exercise of Options herein from such Participant for a purchase price equal to Fair Market Value as of the date of termination.

ARTICLE XII

ADDITIONAL CONDITIONS UPON ISSUANCE OF SHARES

12.1. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

12.2. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if in the opinion of counsel for the Company, such a representation is required.

12.3. As a condition to the exercise of an Option, the Administrator may require the person exercising such Option to execute (a) all documents that the Company or the Administrator determine, in their sole discretion, are necessary to ensure that Participant will comply with the terms and provisions of (i) this Plan, and (ii) the Award Agreement, (b) any stockholder agreement, voting agreement or other agreement generally required by the Company to be entered into by the stockholders of the Company or otherwise required to be executed by persons exercising options under any option plan or compensation plan maintained by the Company, (c) a non-disclosure agreement in a form provided by the Administrator in connection with any disclosures made by the Company to the Participant pursuant to Rule 701 of the Securities Act or otherwise, and (d) any other agreement(s) that the Administrator may reasonably request.

ARTICLE XIII

GRANTING OF OPTIONS

The Administrator may make the determination to grant Options hereunder on an annual, semi-annual or quarterly basis, or more often as the Administrator deems appropriate (understanding, however, that Fair Market Value must be determined at the time of each grant).

ARTICLE XIV

RESERVATION OF SHARES

The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Plan.

ARTICLE XV

ACCELERATION ON CERTAIN CAPITAL EVENTS

Subject to any modifications that the Company expressly sets forth in a particular Award Agreement, upon a Capital Event, the Administrator may, in its sole and absolute discretion, elect to cause some or all outstanding and unvested Options to automatically become fully vested and exercisable without requiring further action on the part of the Company or the Participant.

ARTICLE XVI

OTHER RIGHTS OF COMPANY AND PARTICIPANTS

16.1. Dilution and Other Adjustments. In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares or other securities, any stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar transactions or events, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Administrator shall make an equitable adjustment in (a) the number and kind of Shares deemed to be available thereafter for grants of Options herein, (b) the number and kind of Shares that may be delivered or deliverable in respect of outstanding Options and (c) the Exercise Price; provided, however, that the manner of any such equitable adjustment shall be determined in the sole discretion of the Administrator. In addition, the Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Options in recognition of unusual or nonrecurring events affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate, or in response to change in Applicable Laws.

16.2. Nontransferability. The Options granted hereunder, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process, without the prior written consent of the Company, which consent may be withheld in the sole discretion of the Company. Any prohibited transfer shall be null and void.

16.3. Withholding. The Company shall have the right to deduct from all amounts granted or paid in connection with any Options any taxes required by law to be withheld with respect to such grants or payments at the minimum statutory withholding rate. The Company shall also have the right to decrease the net Shares issued to the Participant by an amount of Shares with a Fair Market Value at exercise equal to any taxes required by law to be withheld with respect to such grants or payments at the minimum statutory withholding rate.

16.4. No Ownership, Voting or Dividend Rights. No Participant shall be entitled to any rights as a shareholder of the Company, including, without limitation, any voting rights, or any

rights to receive dividends, except to the extent Options are exercised into Shares. Nothing in this Plan shall in any way limit the Company’s ability to issue dividends to its shareholders, and the Company’s shareholders and management shall have no fiduciary duties or duties of loyalty or care to the Plan or the Participants.

16.5. Not a Contract of Employment. Neither this Plan nor any Award Agreement shall be construed as conferring upon any employee, advisor or consultant of the Company or its Subsidiaries or any Participant any right to continue in the employ or service of the Company, nor shall it interfere or limit in any way the right of the Company to terminate the employment or service of any employee or Participant at any time. Participation in the Plan and receipt of any grant of Options hereunder shall not guarantee future participation or any consideration for future grants.

16.6. Compliance with Section 409A.

(a) General. It is the intention of both the Company and each Participant that the benefits and rights to which the Participant could be entitled pursuant to this Plan or any Award Agreement either comply with Code Section 409A, and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), or fall within one of the exceptions to Section 409A including, without limitation, the short-term deferral exception, and the provisions of this Plan and each Award Agreement shall be construed in a manner consistent with that intention. If a Participant or the Company believes, at any time, that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and the parties shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited possible economic effect on the Participant and on the Company).

(b) No Acceleration of Payments. Neither the Company nor any Participant, individually or in combination, may accelerate any payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Plan, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

(c) Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A to this Plan, each separately identified amount to which a Participant is entitled under this Plan or any Award Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Plan or any Award Agreement shall be treated as a right to a series of separate payments.

(d) Responsibility for Taxes. Each Participant is solely responsible and liable for the satisfaction of all taxes (including any related penalties and interest) that may arise in connection with this Plan or any Award Agreement (including any taxes arising under Section 409A), and the Company shall have no obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes.

16.7. International Participants. With respect to Participants who reside or work outside the United States of America, the Company may, in its sole discretion, amend the terms of the Plan or the particular Award Agreement in order to conform with the requirements of local law or to obtain more favorable tax treatment for the Participant, the Company or any Affiliate.

16.8. Governing Law. This Plan, each Award Agreement and the rights and obligations of the parties thereto with respect to the subject matter hereof and thereof will be interpreted and enforced in accordance with, and governed exclusively by, the laws of the State of Delaware, excluding the conflicts of law provisions thereof.

16.9. Arbitration. Any dispute or disagreement with respect to any portion of this Plan, any Award Agreement or their validity, construction, meaning, performance, or a Participant’s rights hereunder shall be settled by arbitration, conducted in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the parties will attempt to resolve any disputes or disagreements with each other amicably and informally, in good faith, for a period of not less than 30 days. Thereafter, either party may submit the dispute to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Participant and the Company may resolve the dispute by settlement. The Participant and the Company shall equally share the costs of the arbitrators, but the Participant and the Company shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Company. Further, neither Participant nor the Company shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.

16.10. Judicial Interpretation. No arbitrator or court interpreting this Plan or any Award Agreement will interpret the terms of this Plan or any Award Agreement more strictly against either party by reason of the rule of construction that a document or provision of a document is to be construed more strictly against the party that, either itself or through its agent, drafted the document or provision, it being agreed that both parties have participated in the preparation of this Plan or Award Agreement.

16.11. Severability. If any portion of this Plan or any Award Agreement is held illegal or unenforceable, the parties hereby covenant and agree that such portion or portions are absolutely and completely severable from all other provisions of this Plan or Award Agreement, as the case may be, and such other provisions shall constitute the agreement of the parties with respect to the subject matter hereof and thereof.

16.12. Confidentiality. Except as otherwise required by law, by executing his particular Award Agreement, each Participant agrees to keep, and to cause each of its Affiliates to keep, strictly confidential the terms of this Plan and his Award Agreement and agrees not to disclose such information to any other parties (other than to a spouse, attorney and/or personal financial/tax advisor) without the Company’s written consent. In the event of a breach of the foregoing confidentiality provision, (a) the Company may, in its sole discretion, cancel, terminate and cause the Participant to forfeit all of the Participant’s Options (vested and unvested) and Shares resulting

from the exercise of Options granted herein, and (b) in addition to any claim for monetary damages, the Company shall be entitled to seek (without the requirement of posting a bond) a temporary restraining order, temporary injunction and/or permanent injunction against the Participant to compel compliance with the foregoing confidentiality provisions. The Company shall also be entitled to recover all attorneys’ fees, cost and expenses if the Participant is found to have breached these confidentiality provisions or otherwise found to be at fault.

16.13. Amendments, Modifications, Terminations. The Administrator or the Company may suspend or terminate this Plan or any portion thereof at any time and may modify or amend the Plan, from time to time, in such respects as the Administrator or the Company may determine in their sole discretion; provided, however, that no such suspension, termination, modification or amendment shall impair the rights of Participants with respect to outstanding Options and Shares resulting from the exercise of Options granted herein without the written consent of the affected Participants.

Exhibit 99.4

FINAL FORM

AMENDMENT TO

LOGFIRE, INC. STOCK OPTION PLAN

This Amendment (this “Amendment”) to the LogFire, Inc. Stock Option Plan (the “Plan”), is effective as of December 9, 2016 (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, LogFire, Inc. (the “Company”) maintains the Plan;

WHEREAS, under Section 16.13 of the Plan, the Company or the Administrator (as defined in the Plan) may amend the Plan, provided that no such amendment shall impair the rights of a participant with respect to outstanding options and shares resulting from the exercise of options granted under the Plan, without the written consent of the participant;

WHEREAS, OC Acquisition LLC is entering into an Agreement and Plan of Merger (“Merger Agreement”) to acquire the Company (the “Acquisition”); and

WHEREAS, in accordance with Section 4.14(b) of the Merger Agreement, the Company desires to amend certain terms of the Plan as set forth in this Amendment.

NOW, THEREFORE, effective as of the Effective Date, the Plan is hereby amended as follows:

1. Article VIII of the Plan is amended to add the following sentence to the end of the Article: “Notwithstanding anything to the contrary, the Exercise Price per Share shall not be less than 100% of the Fair Market Value per Share, subject to Section 6.2 with respect to a 10% Stockholder.”

2. Section 6.4 is amended to clarify that the exercise periods set forth therein for Incentive Stock Options do not supersede the exercise periods set forth in Section 11.1, and all Incentive Stock Options, as well as Non-Qualified Stock Options, are subject to Section 11.1.

3. Section 11.1(c) is amended to add the following to the end thereof: “provided that an IPO shall not be deemed to have occurred for purposes of this subsection (c) if an Option is assumed or otherwise continued in full force in effect under Article XVII and such Option becomes exercisable with respect to shares that are listed on a national securities exchange;”.

4. The Plan is amended to add a new article XVII to read in its entirety as follows:

Article XVII

Change in Control

17.1 In the event of a Change in Control (as defined below), each outstanding Option, as determined by the Board or the Administrator in its discretion, may be (i) assumed by the successor corporation (or parent thereof), (ii) canceled and substituted with an Option or other award granted by the successor corporation (or parent thereof), (iii) otherwise continued in

full force and effect pursuant to the terms of the Change in Control transaction, (iv) replaced with a cash retention program of the Company or any successor corporation (or parent thereof) which preserves the spread existing on the unvested Shares subject to the Option at the time of the Change in Control (the excess of the Fair Market Value of those Shares over the aggregate Exercise Price for such Shares) and, subject to Section 17.3, provides for subsequent payout of that spread in accordance with the same exercise/vesting schedule applicable to those unvested Option shares, but only if such replacement cash program would not result in the treatment of the Option as an item of deferred compensation subject to Section 409A, or (v) any combination of the foregoing. Determinations by the Board or Administrator under this Article need not be uniform among Participants.

17.2 To the extent an outstanding Option is not assumed, substituted, continued or replaced in accordance with 17.1, the Board or the Administrator in its discretion shall have the authority to provide that to the extent any Option remains unexercised and outstanding on the effective date of the Change in Control, such Option shall be cancelled and terminate and the holder of such Option shall become entitled to receive, upon consummation of the Change in Control and subject to Section 17.3, a lump sum cash payment in an amount equal to the product of (i) the number of shares of Common Stock subject to such Option and (ii) the excess of (a) the Fair Market Value per share of Common Stock on the date of the Change in Control over (b) the per Share Exercise Price in effect for such Option. However, any such Option shall be subject to cancellation and termination, without cash payment or other consideration due the Option holder, if the Fair Market Value per share of Common Stock on the date of such Change in Control is less than the per share Exercise Price in effect for such Option.

17.3 The Board or the Administrator shall have the authority to provide that any escrow, holdback, earn-out or similar provisions in the definitive agreement effecting the Change in Control shall apply to any cash payment made pursuant to Section 17.1(iv) or Section 17.2 to the same extent and in the same manner as such provisions apply to a holder of a share of Common Stock.

17.4 Immediately following the consummation of the Change in Control, (i) all outstanding Options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, (ii) no further Option grants may be made under the Plan, and (iii) to the extent that an Option is assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect, except as provided in Section 16.1, the Administrator shall not have the authority to effect the cancellation of any or all outstanding Options (as so assumed or continued in full force and effect) and to grant in substitution therefor new options covering the same or different number of shares but with an exercise price per share based on the fair market value per share on the new option grant date, or otherwise directly reduce the exercise price in effect for such outstanding Options.

17.5 In the event of any Change in Control, the Board or the Administrator in its discretion may determine that any outstanding repurchase rights (i) are to be assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (ii) are to be terminated and the shares of Common Stock subject to those terminated rights are to immediately vest in full.

17.6 Each Option which is assumed in connection with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to that Option would have been converted in consummation of such Change in Control had those shares actually been outstanding at that time. Appropriate adjustments shall also be made to the Exercise Price payable per share under each outstanding Option, provided the aggregate Exercise Price payable for such securities shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent thereof) may, in connection with the assumption or continuation of the outstanding Options and subject to Board’s or Administrator’s approval, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control.

17.7 Notwithstanding Article XV, if the vesting of any Option is based, in whole or in part, on performance, and such Option is assumed or otherwise continued in full force and effect in connection with a Change in Control, the Board or the Administrator shall determine how the unvested portion of the Option shall vest following the Change in Control, including without limitation, whether such Option shall automatically become vested at the target or maximum level of performance, whether such Option shall remain subject to any continuing service requirements, and any appropriate adjustments to the performance measures.

17.8 The grant of Options under the Plan shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

17.9 Change in Control shall have the meaning assigned to such term in the Award Agreement for the particular Option or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term, and in the absence of such a Change in Control definition shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

(a) a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; or

(b) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets in liquidation or dissolution of the Company; or

(c) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders.

In no event shall any public offering of the Company’s securities be deemed to constitute a Change in Control.

5. Except as modified by this Amendment, all the terms and provisions of the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed as of the date set forth below, but effective as of the Effective Date.

LOGFIRE, INC.

/s/ Diego Pantoja-Navajas

Diego Pantoja-Navajas

Print Name

Chief Executive Officer

Title

December 9, 2016

Date

Exhibit 99.5

ORACLE CORPORATION

401(K) SAVINGS AND INVESTMENT PLAN

(Amended and Restated as of January 1, 2014)

TABLE OF CONTENTS


Preamble			1

SECTION 1 Definitions and Construction			2

SECTION 2 Participation			11

SECTION 3 Contributions			12

SECTION 4 Participant Accounts			18

SECTION 5 Vesting			25

SECTION 6 Limitations on Contributions			29

SECTION 7 Loans and Withdrawals			40

SECTION 8 Distribution of Benefits			45

SECTION 9 Top-Heavy Rules			52

SECTION 10 Funding			56

SECTION 11 Plan Fiduciaries and Administration			56

SECTION 12 Amendment or Termination of the Plan			64

SECTION 13 Miscellaneous Provisions			65

APPENDIX A			A-1

APPENDIX B			B-1

ORACLE CORPORATION

401(K) SAVINGS AND INVESTMENT PLAN

(Amended and Restated as of January 1, 2014)

Preamble

Oracle Corporation established the Oracle Corporation 401(k) Savings and Investment Plan effective January 1, 1986 for the purpose of providing retirement benefits for the Employees of Oracle Corporation. The Plan was subsequently restated as of January 1, 1990, and amended and restated in its entirety effective January 1, 1994, as the Oracle Corporation 401(k) Savings and Investment Plan, amended and restated effective January 1, 2000, and again effective January 1, 2001. The Plan is hereby amended and restated in its entirety effective January 1, 2014 (unless specified otherwise herein). The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986, with a salary reduction feature qualified under Section 401(k) of the Code.

Except as otherwise provided, the provisions of this Plan are effective January 1, 2014. Unless the contrary rule is expressly stated, the provisions of this Plan shall not apply to the benefits payable to or on account of an Employee who retired or whose employment terminated prior to January 1, 2014.

SECTION 1

Definitions and Construction

Unless the context clearly requires a different meaning, the following terms have the meanings specified:

1.1 Account means the aggregate of the Participant’s Deferral Account, Roth Contributions Account, Matching Contributions Account, After-Tax Contributions Account and Rollover Contributions Account, as appropriate.

1.2 Administrator means the administrator of the Plan designated in Section 11.6 of this Plan.

1.3 After-Tax Contribution means the after-tax contribution, if any, made by the Participant pursuant to Section 3.3.

1.4 After-Tax Contributions Account means the account maintained for each Participant in the books and records of the Plan for the purpose of recording any After-Tax Contributions made by the Participant, as adjusted for earnings and losses allocated thereto.

1.5 Basic Compensation means the amounts specified in this Section 1.5.

(a) General Definition. Except as otherwise provided in this Section 1.5, Basic Compensation means an Employee’s total cash compensation from an Employer including, but not limited to, base pay, commissions, bonuses, overtime pay and shift differentials, and excluding severance benefits, income resulting from the exercise of stock options, and any other items excluded from Basic Compensation under the Company’s payroll system.

(b) Special Rule for Determining Highly Compensated Employees. For purposes of determining the group of Highly Compensated Employees, Basic

Compensation shall include an Employee’s wages within the meaning of Section 3401(a) of the Code and all other payments of compensation by an Employer to an Employee in the course of an Employer’s trade or business for which an Employer is required to furnish the Employee a written statement on Form W-2 under Sections 6041(d) and 6051(a)(3) of the Code and such Employee’s elective deferrals with respect to employment with an Employer (i) under a qualified cash or deferred arrangement described in Section 401(k) of the Code, (ii) to a plan qualified under Section 125 of the Code or (iii) pursuant to Section 132(f)(4) of the Code.

(1) Any amounts paid or payable by reason of services performed prior to the date an Employee becomes a Participant; and

(2) Any amounts paid or payable by reason of services performed after the Employee ceases to be a Participant.

(d) Additional Inclusions for Section 415 of the Code Testing. For purposes of Section 6.8 only, “Basic Compensation” shall include:

(1) Any amounts deferred by a Participant pursuant to Sections 125, 401(k), 402(e)(3), 402(h), 403(b) or 132(f) of the Code under an arrangement maintained by an Employer.

(2) Payments made within 2¹⁄₂ months after severance from employment with the Employer or, if later, by the end of the limitation year during which the severance occurred, if they are payments that would have been paid to the Participant if the Participant had continued in employment with the

Employer, and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments.

(3) Salary continuation payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Section 414(u)(1) of the Code) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

In addition, in any Plan Year any Basic Compensation in excess of $200,000, or such other amount established by the Secretary of the Treasury, in accordance with Section 401(a)(17) of the Code (the “Compensation Limit”), shall be disregarded. In the case of any Participant whose annual rate of Basic Compensation would otherwise exceed the limitations of Section 401(a)(17) of the Code, the Basic Compensation taken into account under the Plan during a payroll period for purposes of Section 401(a)(17) of the Code shall be reduced to any extent necessary to cause the sum of the Participant’s Salary Deferral Contributions and Roth Contributions for the payroll period to equal forty percent (40%) of his or her aggregate Basic Compensation for the payroll period. Such reduction of Basic Compensation taken into account shall continue during the Plan Year until no further reduction is required to meet the limitation of Section 401(a)(17) of the Code.

1.6 Beneficiary means the person or persons described in Section 8.4 who are to receive benefits after the death of the Participant.

1.7 Code means the Internal Revenue Code of 1986, as amended from time to time.

1.8 Committee means the administrative committee which is provided for in Section 11.7 of the Plan.

1.9 Common Stock means the common stock of the Company.

1.10 Company means Oracle Corporation, a Delaware corporation.

1.11 Deferral Account means the account maintained for each Participant in the books and records of the Plan for purposes of recording any Salary Deferral Contributions made by an Employer pursuant to Section 3.1(a) and, as appropriate 3.1(c), as adjusted for earnings and losses allocated thereto.

1.12 Determination Year means the Plan Year.

1.13 Disability or Disabled means the mental or physical inability of a Participant to perform his or her normal job, as evidenced by his or her receipt of disability benefits under the Federal Social Security Act.

1.14 Discretionary Contribution means the contribution, if any, made by an Employer pursuant to Section 3.5 of the Plan.

1.15 Effective Date means January 1, 2014, with respect to this amendment and restatement of the Plan. The original effective date of the Plan is January 1, 1986.

1.16 Eligible Employee means every Employee of an Employer, except the following Employees:

(a) Employees whose compensation and conditions of employment are subject to determination by collective bargaining, provided that retirement entitlements have been a subject of good-faith bargaining between an Employer and the person’s lawful representative or bargaining agent;

(b) Employees who are nonresident aliens and who receive no earned income (within the meaning of Section 911(c) of the Code) from an Employer, such earned income constituting income from sources within the United States (within the meaning of Section 861(a)(3) of the Code);

(c) Workers who are performing services at a Company facility as an employee of a third-party entity that is not an employment agency (i.e., office maintenance crews);

(d) Employees who, as to any period of time are classified or treated by the Company or an Employer as an employee of an employment agency (i.e., a leased employee), even if such individual is subsequently determined to have been a common law employee of the Company or an Employer during such period;

(e) Employees regularly scheduled to work less than 20 hours per week; provided, however, that if such Employees complete 1,000 or more Hours of Service in a Plan Year such Employees shall be considered Eligible Employees; and

(f) Persons who are not classified as employees for tax purposes, whether or not such classification is later upheld upon governmental or judicial review.

1.17 Employee means a person employed by an Employer, any portion of whose income is subject to withholding of income tax and/or for whom Social Security contributions are made by an Employer, as well as any other person qualifying as a common law employee of an Employer. The term “Employee” shall also include leased employees within the meaning of Section 414(n)(2) of the Code; provided, however, if such leased employees constitute less than 20 percent of an Employer’s nonhighly compensated work force (within the meaning of Section 414(n)(5)(C)(ii) of the Code), the term “Employee” shall not include those leased employees

covered by a plan described in Section 414(n)(5)(B) of the Code unless otherwise provided by the terms of the Plan. For purposes of this Section 1.17, “leased employee” shall mean any individual who is not an Employee and who provides services to an Employer if (i) such services are provided pursuant to an agreement between an Employer and any other person, (ii) such individual has performed such services for the Employer on a substantially full-time basis for a period of at least one year, and (iii) such services are performed under the primary direction or control of the Employer.

1.18 Employer means the Company and any other corporation or trade or business which has adopted or hereafter adopts the Plan with the approval of the Company. A list of adopting Employers is attached to this Plan as “Appendix A” and shall be kept current by the Administrator.

For purposes of Section 5 (Vesting), Section 6 (Limitations on Contributions), Section 8 (Distribution of Benefits), Section 9 (Top-Heavy Rules) and determining an Employee’s Hours of Service, the term “Employer” includes any corporation or trade or business which is or was a member of a controlled group of corporations, a group of businesses under common control or an affiliated service group (within the meaning of Sections 414(b), (c), (m), and (n) of the Code) of which an Employer adopting the Plan is a member, and any other entity required to be aggregated pursuant to Section 414 (o) of the Code and the regulations thereunder.

In addition, for purposes of determining an Employee’s Hours of Service, the term “Employer” includes the entities described in the preceding Section, as well as any corporation or trade or business for which a leased employee (within the meaning of Section 414(n) of the Code) performs services, but only for such period as the leased employee performs such services.

1.19 Entry Date means the date upon which an Eligible Employee becomes a Participant, which shall be the first day of the payroll period following the earliest practicable date the Eligible Employee’s election to participate can be processed by the Administrator pursuant to Section 2.2.

1.20 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.21 Fund means the total of all contributions made under the Plan by any Employer, increased by interest, appreciation and experience, credits and other gains, and decreased by annuity purchases or payments, depreciation, termination refunds, expenses, and losses.

1.22 Highly Compensated Active Employee means any Employee who performs services for an Employer during the Determination Year and who, during the Look-Back Year, (a) received Basic Compensation from an Employer in excess of $80,000 (as adjusted pursuant to Sections 414(q)(1) and 415 (d) of the Code), and (b) and was a member of the “top-paid group” for such year; provided, however, that subject to the satisfaction of such conditions as may be prescribed under Section 414(q)(1) of the Code, the Company may elect for any Plan Year not to apply the requirement of clause (b) above. The term Highly Compensated Active Employee also includes an Employee who is a 5% owner at any time during the Look-Back Year or Determination Year. An Employee shall be considered to be in the “top-paid group” for any Look-Back Year if the Employee is in the group consisting of the top 20% of Employees when ranked on the basis of Basic Compensation paid during such year.

1.23 Highly Compensated Employee means an Employee who is either a Highly Compensated Active Employee or a Highly Compensated Former Employee. The determination of who is a Highly Compensated Employee, including the determination of the number and identity of Employees in the “top-paid group,” will be made in accordance with Section 414(q) of the Code and the regulations thereunder.

1.24 Highly Compensated Former Employee means an Employee who (a) separated from service (or was deemed to have separated) prior to the Determination Year, (b) performs no service for an Employer during the Determination Year, and (c) was a Highly Compensated Active Employee for either the separation year or any Determination Year ending on or after the Employee’s 55th birthday.

1.25 Hour of Service means an hour for which an Employee directly or indirectly receives compensation, or is entitled to compensation, from an Employer for the performance of duties in accordance with Section 2530.200b-2(a)(1) of the Department of Labor Regulations.

1.26 Look-Back Year means the calendar year ending with or within the Determination Year.

1.27 Matching Contribution means a contribution, if any, made by an Employer pursuant to Section 3.2.

1.28 Matching Contributions Account means the account maintained for each Participant in the books and records of the Plan for the purpose of recording any Matching Contributions made by an Employer pursuant to Section 3.2, as adjusted for earnings and losses allocated thereto.

1.29 Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

1.30 Normal Retirement Age means age 65.

1.31 Normal Retirement Date means the first day of the month coincident with or next following the date a Participant attains Normal Retirement Age.

1.32 One-Year Break in Service means a period calculated pursuant to Section 5.4.

1.33 Participant means an Eligible Employee who has become a participant in the Plan in accordance with Section 2 and any former Employee who is entitled to benefits under the Plan. “Participant” also means any Eligible Employee who has made a Rollover Contribution pursuant to Section 3.4 regardless of whether such Eligible Employee has otherwise become a Participant in the Plan in accordance with Section 2 of the Plan; provided, however, that such a Participant shall not be entitled to have contributions made on his or her behalf or to otherwise make contributions under the Plan until he or she satisfies the requirements for participation set forth in Section 2. In addition, “Participant” means any Non-Key Employee as defined in Section 9.2(d) who is or has been allocated an Employer minimum contribution pursuant to Section 9.3, even if such Non-Key Employee is not otherwise a Participant.

1.34 Plan means the Oracle Corporation 401(k) Savings and Investment Plan set forth herein, and as it may be amended from time to time.

1.35 Plan Year means the calendar year.

1.36 Rollover Contribution means a contribution made by an Eligible Employee or a Participant pursuant to Section 3.4.

1.37 Rollover Contributions Account means the account maintained for each Eligible Employee and Participant in the books and records of the Plan for purposes of recording any Rollover Contributions made by such Eligible Employee or Participant pursuant to Section 3.4, as adjusted for earnings and losses allocated thereto.

1.38 Roth Contribution means a contribution made by an Employer pursuant to Section 3.1(b).

1.39 Roth Contributions Account means the account maintained for each Participant in the books and records of the Plan for purposes of recording any Roth Contributions made by an Employer pursuant to Section 3.1(b) and, as appropriate, 3.1(c), as adjusted for earnings and losses allocated thereto.

1.40 Salary Deferral Contribution means a contribution made by an Employer pursuant to Section 3.1(a).

1.41 Trust means an agreement of trust between the Company and the Trustee.

1.42 Trustee means the one or more banks, trust companies, other financial institutions, or officer of the Company which hold and manage the funds of the Trust.

1.43 Valuation Date means any business day on which the NASDAQ national market system is open.

1.44 Year of Vesting Service means periods computed under Section 5 for purposes of determining the nonforfeitable portion of a Participant’s Account.

1.45 Masculine pronouns used herein shall include the feminine, the singular number shall include the plural, and the plural shall be read as the singular.

SECTION 2

Participation

2.1 An Eligible Employee who was a Participant in the Plan on December 31, 2013, shall continue to be a Participant in the Plan on the Effective Date.

2.2 All Eligible Employees shall be eligible to become a Participant as of the first or any succeeding Entry Date next following the date he or she is credited with one hour of service; provided, however, that if he or she is not then an Eligible Employee, he or she shall become eligible to become a Participant as of the first or any succeeding Entry Date thereafter on which he or she is an Eligible Employee.

2.3 An Employee who terminates employment after becoming a Participant shall commence participation again immediately upon next performing an Hour of Service as an Eligible Employee.

SECTION 3

Contributions

3.1 Deferral Contributions

(a) Salary Deferral Contributions. An Eligible Employee who has met the eligibility requirements set forth in Section 2 may elect to defer any whole number percentage of his Basic Compensation for each payroll period from 1% (one percent) to 40% (forty percent; provided, however, that in no event shall the amounts exceed the limits set forth in Section 6.1.

(b) Roth Contributions. The Plan will accept Roth elective deferrals (“Roth Contributions”) made on behalf of a Participant. A Roth Contribution is an elective deferral that is:

(1) Designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Contribution that is being made in lieu of all or a portion of the Salary Deferral Contributions the Participant is otherwise eligible to make under the Plan; and

(2) Treated by the Employer as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.

Unless specifically stated otherwise, Roth Contributions will be treated in the same manner as Salary Deferral Contributions for all purposes under the Plan.

Contributions and withdrawals of Roth Contributions will be credited and debited to the Roth Contributions Account maintained for each Participant. The Plan will maintain a record of the amount of Roth Contributions in each Participant’s Roth Contributions Account, and all gains, losses, and other credits or charges will be separately allocated on a reasonable and consistent basis to each Participant’s Roth Contributions Account and the Participant’s other accounts under the Plan. No contributions other than Roth Contributions and properly attributable earnings will be credited to each Participant’s Roth Contributions Account.

(c) Catch-Up Contributions. An Eligible Employee who has met the eligibility requirements set forth in Section 2 and who has attained age 50 before the end of the Plan Year may elect to make contributions to the Plan in accordance with, and subject to the limitations of, Section 414(v) of the Code (“Catch-Up Contributions”). Subject to the limitations on the amount of Catch-Up Contributions that are permissible under Section 414(v) of the Code, an Eligible Employee’s election to make Catch-Up Contributions shall provide that such Eligible Employee’s Basic Compensation in each payroll period shall be reduced by any whole number percentage from 1% (one percent) to 40% (forty percent). No Matching Contributions shall be made with respect to any Catch-Up Contributions. Catch-Up Contributions under this Section 3.1(c) shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. A Participant may elect to make Catch-Up Contributions either as Salary Deferral Contributions or as Roth Contributions.

(d) An election under this Section 3.1 shall be made on a form, whether paper or electronic, as designated by the Administrator and must be received by the Administrator by the latest administratively practicable date prior to the payroll period for which the Salary Deferral Contribution, Roth Contribution or Catch-Up Contribution is to begin. A Participant may change, discontinue or restart the amount of his deferral in accordance with rules established by the Administrator.

(e) In lieu of paying full Basic Compensation to a Participant who has elected to defer Basic Compensation under this Section 3.1, an Employer shall make a Salary Deferral Contribution or Roth Contribution to the Deferral Account or Roth Contributions Account of the Participant equal to the amount of Basic Compensation deferred by the Participant.

(f) During a Plan Year, the Committee may, in its sole discretion (but subject to such rules and procedures as the Committee may prescribe), suspend or reduce the percentage of Basic Compensation deferred by a Highly Compensated Employee pursuant to Section 3.1(a) and (b) for the remainder of the Plan Year if the Committee projects that the Plan will not satisfy the limitations set forth in Section 6.2. The Participant may designate the extent to which the reduction or suspension applies to Salary Deferral Contributions or Roth Contributions. If the Participant does not designate which type of deferral is to be reduced or suspended, the Plan will reduce or suspend Salary Deferral Contributions first. If the Committee subsequently projects that the Participant’s salary deferral election has been reduced below the level necessary to

satisfy the tests contained in Section 6.2, the Committee may permit (subject to such rules and procedures as the Committee may prescribe) such Participant to increase his or her salary deferral election for the remainder of the Plan Year to a level not in excess of the level which the Committee projects will satisfy the test contained in Section 6.2.

3.2 Matching Contributions

The Employer shall make a Matching Contribution to a Participant’s Matching Contributions Account equal to 50% (fifty percent) of each Participant’s Salary Deferral Contribution and Roth Contribution for each payroll period, to the extent that such Salary Deferral Contribution and Roth Contribution does not exceed 6% (six percent) of such Participant’s Basic Compensation for such payroll period. If a Participant’s Salary Deferral Contributions and Roth Contributions for a Plan Year reach the limit described in Section 6.1, the Employer shall make additional Matching Contributions to the Participant’s Matching Contributions Account to the extent such Participant’s Matching Contributions for the Plan Year would otherwise be less than 50% (fifty percent) of such Participant’s Salary Deferral Contributions and Roth Contributions for such Plan Year that do not exceed 6% (six percent) of such Participant’s Basic Compensation for the Plan Year. An Employer may change the amount of Matching Contributions by notifying Participants in sufficient time to adjust their Salary Deferral Contribution and Roth Contribution amount prior to the start of the period for which the new Matching Contribution percentage applies. Notwithstanding the foregoing provisions of this Section 3.2, the Matching Contribution amount for any Participant during a Plan Year shall not exceed $5,100.

The Employer shall make a Matching Contribution to the Matching Contributions Account of each Participant by the Employer’s federal tax filing date, including extensions thereof, for deducting such Matching Contributions.

3.3 After-Tax Contributions

(a) If the Committee determines in writing to allow After-Tax Contributions, a Participant may elect to contribute After-Tax Contributions to the Plan equal to any whole number percentage of his Basic Compensation from 1% (one percent) to 15% (fifteen percent).

(b) The election shall be in writing on a form, whether paper or electronic, as designated by the Administrator, and must be received by the Administrator prior to the payroll period for which the After-Tax Contribution is to begin. A Participant may change, discontinue or restart the amount of his After-Tax Contributions in accordance with rules established by the Committee.

3.4 Rollover Contributions from Individual Retirement Accounts or Other Qualified Plans

If the Committee so determines, an Eligible Employee who receives a distribution that qualifies as an Eligible Rollover Distribution, as that term is defined in Section 8.8(b), and that distribution is from:

(a) an individual retirement annuity described in Section 408(b) of the Code;

(b) a qualified trust described in Section 401(a) of the Code; or

and the distribution constitutes the entire amount of the account in that plan, the Eligible Employee may in accordance with procedures approved by the Committee transfer the entire amount of such distribution to the Trustee within 60 days after receiving the distribution.

Notwithstanding the above, the Plan will accept a rollover contribution to a Roth Contributions Account only if it is a direct rollover from another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

3.5 Discretionary Contributions

An Employer shall be permitted to make such additional contributions to the Trust as it deems necessary in order to comply with either the actual deferral percentage requirements of Section 401(k)(3) of the Code or the contribution percentage requirements of Section 401(m)(2) of the Code for a Plan Year. An Employer may designate all or any part of a Discretionary Contribution as a contribution to the Salary Deferral Contribution portion of the Plan which shall be used for Section 401(k) purposes or a contribution to the Matching Contribution and After-Tax Contribution portion of the Plan which shall be used for Section 401(m) purposes. Any Discretionary Contribution designated as a contribution to the Salary Deferral Contribution portion of the Plan shall be allocated to the Deferral Accounts of Participants as necessary to satisfy the requirements set forth in Section 401(k)(3) of the Code. Such Discretionary Contributions shall satisfy the requirements for qualified nonelective contributions treated as elective deferral contributions under Section 401(k)(3)(B) and (C) of the Code and shall be subject to the withdrawal and distribution rules applicable to Salary Deferral Contributions. Any Discretionary Contributions designated as a contribution to the Matching Contribution and After-Tax Contribution portion of the Plan shall satisfy the requirements for

qualified nonelective contributions treated as matching contributions and after-tax contributions under Section 401(m)(4)(C) of the Code. Such contributions shall be allocated as of the last day of such Plan Year to any or all Participants on that date, other than Participants who are Highly Compensated Employees, in accordance with the average of their respective Actual Deferral Percentage and/or Contribution Percentage for such Plan Year.

3.6 Maximum Contribution

Employer contributions to the Plan shall not exceed the amount which the Company estimates will be deductible under Section 404(a)(3) of the Code, or any successor or similar statutory provision hereafter enacted.

3.7 Forfeitures

Forfeitures may be used to reduce an Employer’s Matching Contributions, to correct any under-allocations to Participants’ Accounts in the manner determined by the Administrator, and to restore Participants’ or Beneficiaries’ Accounts as set forth in Sections 5.4(c) and 13.9.

SECTION 4

Participant Accounts

4.1 Establishment of Accounts

The Administrator shall establish, as appropriate, a Deferral Account, a Matching Contributions Account, a Roth Contributions Account, a Rollover Contributions Account and an After-Tax Contributions Account, as appropriate, for each Participant. All Salary Deferral Contributions made on behalf of a Participant shall be allocated to the Participant’s Deferral Account. All Matching Contributions made on behalf of a Participant shall be allocated to the Participant’s Matching Contributions Account. All Roth Contributions made on behalf of a

Participant shall be allocated to the Participant’s Roth Contributions Account. All Rollover Contributions made by a Participant shall be allocated to the Participant’s Rollover Contributions Account. All After-Tax Contributions made by the Participant shall be allocated to the Participant’s After-Tax Contributions Account.

4.2 Valuation of Accounts

The assets of the Plan shall be valued on each Valuation Date, for those investments not invested in Common Stock. The value of the Account of a Participant on any date shall be the total of the Participant’s balance in his or her Account as of the Valuation Date coincident or immediately preceding that date, increased by any distributions made after such Valuation Date and before the date on which the value of the Account is to be determined. Provided further, investments held in Common Stock will be valued as follows:

(a) Common Stock. The value of the interest of any Participant’s Account in Common Stock shall be measured in units (rather than shares of Common Stock) in such manner as the Committee (in its discretion) shall determine.

(b) Valuation of Common Stock Units. For all purposes of the Plan, the Trustee shall determine the fair market value of a unit of Common Stock, which, as of any date, shall be determined (1) by adding the cash held in the Common Stock fund to the closing price of Common Stock as reported on the NASDAQ national market system (or such other stock exchange on which the Common Stock is reported) for the date of the valuation multiplied by the number of shares of Common Stock held by the Plan, and dividing the total by the number of units of Common Stock, or (2) pursuant to such other method as shall be selected by the Committee.

4.3 Voting of Common Stock

Common Stock held in the Plan shall be voted as follows:

(a) When the Company prepares for any annual or special meeting, the Company shall notify the Trustee at least thirty (30) days in advance of the intended record date and shall cause a copy of all proxy solicitations materials to be sent to the Trustee. If requested by the Trustee, the Company shall certify to the Trustee that the aforementioned materials represent the same information that is distributed to shareholders of the Company. Based on these materials the Trustee shall prepare a voting instruction form and shall provide a copy of all proxy solicitation materials to be sent to each Plan Participant with an interest in Common Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee or its designee. The form shall show the proportional interest in the number of full and fractional shares of Common Stock credited to the Participant’s Account held in Common Stock.

(b) Each Participant with an interest in Common Stock under the Plan shall have the right to direct the Trustee as to the manner in which the Trustee is to vote (including not to vote) that number of shares of Common Stock reflecting such Participant’s proportional interest in Common Stock (both vested and unvested). Directions from a Participant to the Trustee concerning the voting of Common Stock shall be communicated in writing or by such other means as is agreed upon by the Trustee and the Company. These directions shall be held in confidence by the Trustee and shall not be divulged to the Company, or any adopting Employer listed under “Appendix A” of the Plan, or any officer or employee thereof, or any other person except to the extent that the consequences of such directions are reflected in reports regularly

communicated to any such persons in the ordinary course of the performance of the Trustee’s service hereunder. Upon its receipt of the directions, the Trustee shall vote the shares of Common Stock reflecting the Participant’s proportional interest in Common Stock held in the Plan as directed by the Participant. Shares of Common Stock as to which the Trustee receives no voting instructions shall not be voted by the Trustee.

4.4 Tender of Common Stock

Each Participant whose Account is invested in Common Stock shall have the right to direct the Trustee in writing as to the manner in which to respond to a tender or exchange offer with respect to the shares attributable to his or her interest in Common Stock. The Trustee shall utilize its best efforts to distribute or cause to be distributed in a timely manner to each Participant such information as will be distributed to shareholders of Common Stock in connection with any such tender or exchange offer, together with a form addressed to the Trustee soliciting the Participant’s confidential, written instructions as to whether such shares shall be tendered or exchanged. If the Trustee receives no written directions from a Participant as to the manner in which to respond to such a tender or exchange offer, the Trustee shall tender or exchange any shares of Common Stock credited to the Account of the Participant in the same proportion as the Trustee tenders or exchanges the shares of Common Stock for which directions are received.

4.5 Investment of Contributions

Each Participant may elect, on a form, whether paper or electronic, as designated by the Administrator, to invest his or her Deferral Account, Rollover Contributions Account, Matching Contributions Account, Roth Contributions Account and After-Tax Contributions Account in Common Stock and/or, as selected by the Committee, one or more other funds. Common Stock must be offered as an investment option under the Plan. Allocations to a fund shall be made only in multiples of one percent.

Notwithstanding the preceding, if a Participant fails to make an election as described above, his or her Account(s) shall be invested in the age-appropriate Vanguard Target Retirement Date Fund.

4.6 Investment Direction by Participants

(a) The Committee may establish reasonable rules and procedures allowing for the exercise of control, within the meaning of Section 404(c) of ERISA and regulations issued thereunder, by a Participant (or his or her Beneficiary or legal representative, where applicable) over the investment of some or all of the assets in the Participant’s Accounts. All directions of Participants provided in accordance with such rules and procedures shall be transmitted to the Trustee and shall be followed by the Trustee in the investment of the funds of the Trust, provided, however, that the Trustee shall not follow any such direction if the Administrator determines, and so instructs the Trustee, that implementation of such direction:

(1) Would not be in accordance with the terms of the Plan insofar as the Plan is consistent with ERISA;

(2) Would cause the Trustee to maintain the indicia of ownership of assets of the Plan outside the jurisdiction of the district courts of the United States, except as permitted by Section 404(b) of ERISA or regulations thereunder;

(3) Would jeopardize the Plan’s qualified status under Section 401(a) of the Code;

(4) Would result in a prohibited transaction described in either Section 406 of ERISA or Section 4975 of the Code;

(5) Could result in a loss in excess of the Participant’s or Beneficiary’s account balance;

(6) Would generate income that would be taxable to the Plan; or

(7) Would or could cause any other result such that the Trustee’s failure to implement the direction will not cause the Plan to fail to qualify under Department of Labor Regulations as a plan described in Section 404(c) of ERISA.

(b) Neither the Committee, the Administrator nor the Trustee shall have any obligation to question any direction of Participants with respect to investments, to review any securities or other property held in the Trust Fund Accounts as a result of the directions of Participants or to make suggestions or to provide advice to Participants with respect to the investment or the retention or disposition of any assets held in the Trust Fund Accounts.

(c) A Participant or Beneficiary shall not be deemed to be a fiduciary by reason of his or her exercise of control over assets in his or her Accounts under this Section 4.6 and no person who is otherwise a fiduciary shall be liable for any loss, or by reason of any breach, which results from such exercise of control.

(d) Except as otherwise provided in Department of Labor Regulations, a Participant’s Accounts subject to the Participant’s exercise of control may be invested in “qualifying employer securities” as defined in Section 407(d)(5) of ERISA without limitation as to the amount or percentage of the Trust Fund which such securities constitute, to the extent permitted under the rules and procedures established under Subsection (a).

(e) The Administrator may charge the Accounts of a Participant or Beneficiary for the reasonable expenses of carrying out his or her investment directions under this Section 4.6. The Administrator shall establish reasonable procedures to inform Participants that such charges are made and to periodically inform each Participant of the actual expenses incurred with respect to his or her Accounts.

(f) The Administrator shall provide to each Participant or his or her Beneficiary the information described in Section 2550.404c-1(b)(2)(i)(B)(1) of the Department of Labor Regulations. Upon request by a Participant or his or her Beneficiary, the Committee shall provide the information described in Section 2550.404c-1(b)(2)(i)(B)(2) of the Department of Labor Regulations.

(g) With respect to Common Stock held in a Participant’s Accounts, the Committee shall take such actions and establish such procedures as it deems necessary to ensure the confidentiality of information relating to the purchase, sale, and holding of such Common Stock, and the exercise of voting, tender and similar rights with respect to stock by a Participant or his or her Beneficiary. Notwithstanding the foregoing, such information may be disclosed to the extent necessary to comply with applicable state and federal laws. In the event of a tender or exchange offer with respect to the Employer, or in the event of a contested election with respect to the Board of Directors of the Company, the Employer shall, at its own expense, appoint an independent fiduciary to carry out the Committee’s administrative functions with respect to such stock. Such independent fiduciary shall not be an “affiliate” of the Employer as such term is defined in Section 2550.404c-1(e)(3) of the Department of Labor Regulations.

(h) The Committee may take such other actions or implement such other procedures as it deems necessary or desirable in order that the Plan comply with Section 404(c) of ERISA.

SECTION 5

Vesting

5.1 Deferral, Roth, After-Tax and Rollover Accounts

Amounts credited to a Participant’s Deferral Account, Roth Contributions Account, After-Tax Contributions Account and Rollover Contributions Account shall at all times be fully vested and shall not be forfeitable for any reason.

5.2 Matching Contributions Account

Amounts credited to a Participant’s Matching Contributions Account shall vest in accordance with the following schedule:


Years of Vesting Service	Vested Percentage

One Year		25	%
Two Years		50	%
Three Years		75	%
Four Years		100	%

Notwithstanding the foregoing, amounts credited to a Participant’s Matching Contributions Account shall become fully vested upon the Participant’s attainment of Normal Retirement Age, death or Disability.

If a Participant dies while performing such qualified military service (as defined by Section 414(u) of the Code), that Employee shall be treated, to the extent required by Section 401(a)(37)

of the Code and such regulations or other guidance as may be promulgated thereunder by the Secretary of the Treasury, as if he or she had returned to employment on the day immediately preceding the date of his or her death, and then terminated employment on account of death.

5.3 Calculation of Service

An Employee shall be credited with the number of Years of Vesting Service determined under the prior versions of this Plan for service credited through December 31, 2013, plus any Years of Vesting Service determined under this Section 5.3 for Periods of Service after December 31, 2013. A Year of Vesting Service is a twelve-month Period of Service. An Employee’s Period of Service commences on the first day the Employee performs an Hour of Service, and terminates on the Employee’s Severance from Service Date. An Employee’s Severance from Service Date is the earlier of (i) the date he or she resigns, retires or is discharged from employment with all Employers or dies, or (ii) the first anniversary of his or her absence from work from all Employers for any other reason, including leave of absence (unless an Employer consents in writing to an extended leave of absence, in which case an Employer shall specify the later termination date), or if such absence is on account of a Maternity or Paternity Absence, the second anniversary of the Employee’s absence from work. If an individual became an Employee of an Employer as a result of the Company’s (or a related entity’s) acquisition of another company, the Employee’s Hours of Service shall also include an Employee’s period(s) of most recent continuous employment (including approved leave(s) of absence of less than 26 weeks) with such acquired company and its subsidiaries. Notwithstanding the foregoing, an Employee’s Period of Service shall also include such additional periods as may be required by law (including such service which must be considered pursuant to the Military Selective Service Act, as amended), and the following periods of severance:

(a) If an Employee severs from employment by resignation, discharge or retirement and returns to work within one year, the period of severance shall be considered part of the Employee’s Period of Service.

(b) If the Employee is absent from work for a reason other than resignation, discharge or retirement, and while absent resigns, is discharged or retires, an Employer shall include the period between the date of resignation, retirement or discharge and the date the Employee returns to work within the Employee’s period of Service if the Employee returns to work within one year of the date his absence first commenced. An Employee is considered to have returned to work on the first day following his absence on which he is credited with an Hour of Service.

(c) An Employee shall receive no credit for a Year of Vesting Service for the period between the first and second anniversaries of absence from service as the result of a Maternity or Paternity Absence. “Maternity or Paternity Absence” shall mean an absence from employment from all Employers by reason of the pregnancy of an Employee, the birth of a child of the Employee, the placement of a child in connection with child’s adoption by the Employee, or the caring for a child during the period immediately following the birth or adoption, which the Employee certifies to an Employer.

5.4 Termination of Employment; Forfeitures

(a) If a Participant terminates employment and the value of the Participant’s vested Account does not exceed $1,000, the Participant shall receive a distribution of his

or her entire vested Account in accordance with Section 8, and the nonvested portion of the Participant’s Account shall be treated as a forfeiture. For purposes of this Section (a), if the value of a Participant’s vested Account is zero, the Participant shall be deemed to have received a distribution of such vested Account.

(b) If a Participant terminates employment and the value of the Participant’s Account exceeds $1,000, and the Participant consents to receive a distribution of the vested portion of his or her Account in accordance with Section 8.1(b), the nonvested portion of his or her Account shall be treated as a forfeiture.

(c) If a Participant receives a distribution or is deemed to receive a distribution pursuant to Section (a) or (b), above, and the Participant is reemployed by an Employer, the Participant’s Matching Contributions Account, determined as of the date of the distribution (unadjusted for earnings or losses), shall be restored from forfeitures, from income to the Plan, or from Employer contributions if, before the Participant incurs five consecutive One-Year Breaks in Service (1) the Participant is reemployed by an Employer, and (2) the Participant repays to the Plan all amounts distributed or deemed to have been distributed to him or her pursuant to Section (a) or (b) above. A “One-Year Break in Service” is a twelve-consecutive month period commencing on the Participant’s Severance from Service Date and ending on the date he or she again performs an Hour of Service.

(d) If a Participant terminates employment and the value of his or her Account exceeds $1,000, and the Participant does not consent to receive a distribution of the vested portion of his or her Account in accordance with Section 8.1(b), the nonvested portion of his or her Account shall be treated as a forfeiture upon his or her incurring five (5) consecutive One-Year Breaks in Service.

SECTION 6

Limitations on Contributions

6.1 Section 402(g) of the Code Limitation

(a) In no event shall a Participant be permitted to defer an amount of Basic Compensation during any calendar year under this Plan and all other plans maintained by an Employer in excess of the limit specified in Section 402(g) of the Code (as adjusted by the Secretary of the Treasury pursuant to the authority of Section 415(d) of the Code) ($17,500 for calendar year 2014).

(b) Amounts deferred by a Participant in excess of the limits set forth in Section (a), above (“Excess Deferrals”), adjusted for income or loss pursuant to Section (c) below, shall be distributed to the Participant no later than the first April 15 following the close of the Participant’s taxable year.

(c) The income or loss allocable to Excess Deferrals shall not include any income (or loss) following the last day of the Plan Year for which the Excess Deferral is made through the date the Excess Deferral is distributed to the Participant.

6.2 Percentage Limitations on Contributions

Notwithstanding anything in the Plan to the contrary, the Average ADP and the Average ACP of Participants must each satisfy either the basic limitation or the alternative limitation set forth below:

(a) Basic Limitation. The Average Percentage for eligible Highly Compensated Employees (those who are eligible to participate in the Plan under Section 2,

whether or not such Employees elect to have their Basic Compensation reduced) shall not exceed for the Plan Year the Average Percentage for eligible Non-Highly Compensated Employees (those who are eligible to participate in the Plan under Section 2, whether or not such Employees elect to have their Basic Compensation reduced) for the Plan Year multiplied by 1.25.

(b) Alternative Limitation. The Average Percentage of Highly Compensated Employees who are eligible to participate in the Plan under Section 2 (whether or not such Employees elect to have their Basic Compensation reduced) shall not exceed for the Plan Year the Average Percentage for Non-Highly Compensated Employees who are eligible to participate in the Plan under Section 2 (whether or not such Employees elect to have their Basic compensation reduced) for the Plan Year multiplied by two, provided that the Average Percentage for Highly Compensated Employees for the Plan Year does not exceed the Average Percentage for Non-Highly Compensated Employees for the Plan Year by more than two percentage points.

6.3 Definitions

For the purposes of Sections 6.2, 6.3, 6.4, 6.5, and 6.6 the following definitions shall be used:

(a) “Actual Deferral Percentage” means the ratio (calculated to the nearest one-hundredth of one percent) of a Participant’s Salary Deferral Contributions, Roth Contributions and Discretionary Contributions made on behalf of a Participant for the Plan Year divided by the Participant’s Basic Compensation for the Plan Year. The

Actual Deferral Percentage of a Participant who has no Salary Deferral Contributions, Roth Contributions or Discretionary Contributions made on his behalf shall be zero. A Participant’s Actual Deferral Percentage shall be computed according to the following rules:

(1) Salary Deferral Contributions, Roth Contributions and Discretionary Contributions made on behalf of a Participant shall be taken into account for a Plan Year only if such contributions are paid to the Trust within two and one-half months after the end of such Plan Year.

(2) In the case of a Highly Compensated Employee who is eligible to participate in two or more plans of an Employer to which elective deferrals may be made (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), all elective deferral contributions made on behalf of the Highly Compensated Employee must be aggregated for purposes of determining such Highly Compensated Employee’s Actual Deferral Percentage.

(3) If the Employers maintain two or more plans that are subject to the requirements of Section 401(k) of the Code, and such plans are considered as one plan for purposes of Section 401(a)(4) or 410(b) of the Code, all such plans shall be aggregated and treated as one plan for purposes of determining the Actual Deferral Percentage of a Participant.

(b) “Average ADP” means the average (expressed as a percentage) of the Actual Deferral Percentage of the eligible Participants in a group.

(c) “Average ACP” means the average (expressed as a percentage) of the Contribution Percentages of the eligible Participants in a group.

(d) “Average Percentage” means the Average ADP or the Average ACP, as applicable.

(e) “Contribution Percentage” means the ratio (calculated to the nearest one-hundredth of one percent) of a Participant’s Matching Contributions, After-Tax Contributions, Discretionary Contributions and any Salary Deferral Contributions and Roth Contributions the Company elects to take into account in computing the Contribution Percentage for the Plan Year to the Participant’s Basic Compensation for the Plan Year. The Contribution Percentage of a Participant who has no Matching Contributions and no Discretionary Contributions made on his behalf, who makes no After-Tax Contributions and for whom the Company elects to take no Salary Deferral Contributions or Roth Contributions into account shall be zero. A Participant’s Contribution Percentage shall be computed according to the following rules:

(1) Matching Contributions made on a Participant’s behalf shall be taken into account for a Plan Year only if such Matching Contributions are allocated to the Participant’s Account during such Plan Year and paid to the Trust no later than the end of the 12th month following the end of such Plan Year. After-Tax Contributions made by a Participant shall be taken into account for the Plan Year in which such amounts are contributed to the Trust at the time of payment to the Trustee if they are transmitted to the Trust within a reasonable period after such contributions are made. Excess Contributions that are recharacterized in accordance with Section 6.5(c) shall be taken into account for the Plan Year that includes the time at which such Excess Contributions are includable in the gross income of the Participant.

(2) In the case of a Highly Compensated Employee who is eligible to participate in two or more plans of an Employer to which matching contributions, after-tax contributions, or both, are made (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), all such contributions made on behalf of the Highly Compensated Employee must be aggregated for purposes of determining the Highly Compensated Employee’s Contribution Percentage.

(3) If the Employers maintain two or more plans that are subject to the requirements of Section 401(m) of the Code, and such plans are considered as one plan for purposes of Section 401(a)(4) or 410 (b) of the Code, all such plans shall be aggregated and treated as one plan for purposes of determining the Contribution Percentage of a Participant.

(f) “Excess Aggregate Contributions” means, with respect to any Plan Year, the excess of:

(1) The aggregate amount of the Matching Contributions and After-Tax Contributions allocated to a Highly Compensated Employee for a Plan Year, over

(2) The maximum amount of such contributions that may be allocated to the Highly Compensated Employee without violating the limitations set forth in Section 6.2.

Determination of Excess Aggregate Contributions

The amount of the Excess Aggregate Contribution is determined using the “ratio leveling method” based on the Contribution Percentages of the Highly Compensated

Employees. Under the ratio leveling method, the Contribution Percentage of the Highly Compensated Employee with the highest Contribution Percentage is reduced to the extent required to enable the Plan to satisfy the limitations set forth in Section 6.2 or to cause the Highly Compensated Employee’s Contribution Percentage to equal the Contribution Percentage of the Highly Compensated Employee with the next highest Contribution Percentage. This process is continued until the Plan satisfies the limitations set forth in Section 6.2.

(g) “Excess Contributions” means, with respect to any Plan Year, the excess of the Salary Deferral Contributions and Roth Contributions allocated to a Highly Compensated Employee for a Plan Year, over the maximum amount of Salary Deferral Contributions and Roth Contributions that may be allocated to the Highly Compensated Employee without violating the limitations set forth in Section 6.2.

Determination of Excess Contributions

The amount of Excess Contribution is determined using the “ratio leveling method” based on the Actual Deferral Percentages of the Highly Compensated Employees. Under the ratio leveling method, the Actual Deferral Percentage of the Highly Compensated Employee with the highest Actual Deferral Percentage is reduced to the extent required to enable the Plan to satisfy the limitations set forth in Section 6.2 or to cause the Highly Compensated Employee’s Actual Deferral Percentage to equal the Actual Deferral Percentage of the Highly Compensated Employee with the next highest Actual Deferral Percentage. This process is continued until the Plan satisfies the limitations set forth in Section 6.2.

6.4 Remedial Measures

If the Plan does not satisfy the requirements of Section 6.2 for any Plan Year, the Administrator shall take such remedial measures, as necessary, in accordance with either Section 6.5 or Section 6.6 in order that the limitations set forth in Section 6.2 are met.

6.5 Correction of Actual Deferral Percentage Test

(a) General Rules. The Administrator shall determine the Excess Contributions for each Highly Compensated Employee in accordance with Section 6.3(g) and either: (1) distribute such amounts along with income or loss attributable thereto, to the appropriate Highly Compensated Employees in the manner set forth in Section (b) of this Section 6.5; (2) contribute a Discretionary Contribution on behalf of each Participant who is a Non-Highly Compensated Employee in order that the limitations in Section 6.2 are met; (3) recharacterize such amount, along with the income or loss attributable thereto, as an After-Tax Contribution in accordance with Section 6.5(c); or (4) use any combination of (1), (2), and (3) to satisfy the limitations in Section 6.2.

(b) Distribution of Excess Contributions. Excess Contributions and income allocable thereto shall be distributed to Participants on whose behalf such Excess Contributions were made no later than the last day of the Plan Year following the Plan Year for which the Excess Contributions were made.

Excess Contributions shall be distributed to Highly Compensated Employees in the order of the Salary Deferral Contributions and/or Roth Contributions for each Highly Compensated Employee in accordance with the “dollar leveling method,” as follows:

The amount of Salary Deferral Contributions and/or Roth Contributions of the Highly Compensated Employee with the highest Salary Deferral Contribution and/or Roth

Contributions shall be reduced to the extent necessary to either eliminate all Excess Contributions or cause such amount to equal the Salary Deferral Contribution and/or Roth Contributions of the Highly Compensated Employee with the next highest Salary Deferral Contribution and/or Roth Contributions. This process shall be repeated until the total Excess Contributions have been distributed. In no event shall the amount of Excess Contributions exceed the amount of Salary Deferral Contributions and/or Roth Contributions made on behalf of a Highly Compensated Employee for a Plan Year.

The income or loss attributable to Excess Contributions shall be equal to the income or loss allocable to Salary Deferral Contributions and Roth Contributions made on the Participant’s behalf for the Plan Year multiplied by a fraction, the numerator of which is the Participant’s Excess Contributions for the Plan Year, and the denominator of which is equal to the sum of (1) that portion of the Participant’s Account attributable to Salary Deferral Contributions and Roth Contributions at the beginning of the Participant’s taxable year, and (2) the Participant’s Salary Deferral Contributions and Roth Contributions for the Participant’s taxable year.

(c) Recharacterization of Excess Contributions. Excess Contributions, determined in accordance with Section 6.3(g), shall be recharacterized as After-Tax Contributions no later than two and one-half months after the Plan Year to which the recharacterization relates. In no event shall the amount of Excess Contributions that are recharacterized exceed the amount of Salary Deferral Contributions made on behalf of a Highly Compensated Employee for the Plan Year. The Excess Contributions to be recharacterized shall be reduced, in accordance with regulations prescribed by the Secretary of the Treasury, by the amount of Excess Deferrals distributed to the

Participant under Section 6.1(b). Excess Contributions recharacterized as After-Tax Contributions shall be subject to the distribution restrictions set forth in Section 401(k)(2)(B) of the Code.

(d) Treatment as Annual Additions. Excess Contributions shall be treated as Annual Additions under Section 6.8(b)(1).

6.6 Correction of Average Contribution Percentage Test

(a) General Rule. The Administrator shall determine the Excess Aggregate Contributions in accordance with Section 6.3(f) and either: (1) cause such amounts along with the income or loss attributable thereto to be forfeited, if not vested under the terms of the Plan, or, if vested, distributed no later than the last day of the Plan Year; (2) contribute a Discretionary Contribution on behalf of each Participant who is a Non-Highly Compensated Employee in order that the limitations in Section 6.2 are met; or (3) use any combination of (1) and (2) to satisfy the limitations in Section 6.2. Any forfeiture or distribution shall be made on the basis of the respective portion of the amount of Excess Aggregate Contributions attributable to each Highly Compensated Employee whose Matching Contributions Account or After-Tax Contributions Account received an allocation for the Plan Year.

(b) Distribution of Excess Aggregate Contributions. Excess Aggregate Contributions shall be distributed to Highly Compensated Employees in the order of the aggregate Matching and After-Tax Contributions (the “Aggregate Contribution Amount”) for each Highly Compensated Employee in accordance with the “dollar leveling method,” as follows:

The Aggregate Contribution Amount of the Highly Compensated Employee with the highest Aggregate Contribution Amount shall be reduced to the extent necessary to either eliminate all Excess Aggregate Contributions or cause such amount to equal the Aggregate Contribution Amount of the Highly Compensated Employee with the next highest Aggregate Contribution Amount. This process shall be repeated until the total Excess Aggregate Contributions have been distributed. In no event shall the amount of Excess Aggregate Contributions exceed the amount of Matching Contributions and After-Tax Contributions made on behalf of a Highly Compensated Employee for a Plan Year.

The income or loss attributable to Excess Aggregate Contributions shall be equal to the income or loss allocable to the Participant’s After-Tax Contributions and Matching Contributions multiplied by a fraction, the numerator of which is the Participant’s Excess Aggregate Contributions for the Plan Year, and the denominator of which is equal to the sum of (1) that portion of the Participant’s Account attributable to After-Tax Contributions and Matching Contributions at the beginning of the Participant’s taxable year, plus (2) the Participant’s After-Tax Contributions and Matching Contributions for the Participant’s taxable year.

(c) Deadline for Distribution. Excess Aggregate Contributions and income allocable thereto shall be distributed to Participants on whose behalf such Excess Aggregate Contributions were made no later than the last day of the Plan Year following the Plan Year for which such Excess Aggregate Contributions were made. Excess Aggregate Contributions shall be distributed from the Participant’s Matching Contributions Account and After-Tax Contributions Account.

(d) Treatment as Annual Additions. Excess Aggregate Contributions shall be treated as Annual Additions under Section 6.8(b)(1).

6.7 Compliance with Treasury Regulations

The Plan shall satisfy the requirements of Sections 401(k)(3) and 401(m)(2) of the Code and the regulations thereunder, and such requirements are hereby incorporated by reference.

6.8 Limitations on Contributions and Benefits

(a) Notwithstanding any other provision of the Plan to the contrary, contributions to the Plan shall not exceed the limits of this Section 6.8.

(b) The Annual Additions to a Participant’s account (including a Participant’s Account under this Plan) for the Limitation Year shall not exceed the lesser of (i) $40,000 or (ii) 100 percent of the Participant’s Basic Compensation for the Year, as adjusted in accordance with Section 415(d) of the Code. For purposes of this Section 6.8, the term:

(1) “Annual Additions” means for any Limitation Year the sum of (A) Employer contributions (including Salary Deferral Contributions, Roth Contributions, After-Tax Contributions and Matching Contributions made pursuant to this Plan) allocated to a Participant’s account in any defined contribution plan maintained by a Member of the Controlled Group; (B) forfeitures allocated to a Participant’s account in any such plan; and (C) Employee contributions to any such plan.

(2) “Limitation Year” means the calendar year.

(3) “Member of the Controlled Group” means any corporation which is a member of a controlled group of corporations, within the meaning of Section 414(b)

of the Code (as modified by Section 415(h) of the Code), of which the Company is a member, but only for the period during which such corporation is a member of the controlled group; any trade or business which is under common control with the Company within the meaning of Section 414(c) of the Code (as modified by Section 415(h) of the Code), but only for the period that it is under common control; and any service organization which is a member of an affiliated service group, within the meaning of Section 414(m) of the Code, of which the Company is a member, but only for the period during which such service organization is a member of the affiliated service group.

(c) Correction of Excess Annual Additions. If the Annual Additions of a Participant exceed the maximum permissible amount as of the date of any allocation made with respect to the limitation year, the Administrator shall use any reasonable method to correct the excess Annual Additions including, but not limited to, the methods approved by the Internal Revenue Service in Revenue Procedure 2008-50 or in any subsequent guidance.

SECTION 7

Loans and Withdrawals

7.1 Loans

Loans shall be available to Participants in accordance with Department of Labor Regulations Section 2550.408b-1 of the Department of Labor Regulations, and with the written requirements set forth in a separate Loan Policy Document. Loans transferred to the Plan as a result of the Company’s acquisition of a Participant’s former employer shall be governed by the Plan and the Loan Policy Document. The Committee shall be the Plan’s loan administrator

whose responsibilities shall be described in the Loan Policy Document. The Committee may designate certain responsibilities under the Loan Policy Document to the Employer’s Benefits Department. The Loan Policy Document may be amended at any time for any reason by the Committee.

7.2 Hardship Withdrawals

(a) A Participant may withdraw amounts from all his Accounts, except amounts contributed during service with the Employer in the United Kingdom, if the withdrawal is necessary in light of his immediate and heavy financial needs. The amount withdrawn shall not exceed the amount required to meet his immediate financial obligations and not reasonably available from his other resources. Withdrawals from the Participant’s Deferral Account and Roth Contributions Account on account of hardship shall be limited to the amount of contributions to such accounts, and no amount attributable to income earned on the Participant’s Salary Deferral Contributions or Roth Contributions may be withdrawn on account of financial hardship.

(b) For purposes of this Section 7.2, a distribution will be deemed to be made on account of an immediate and heavy financial need of the Participant if either:

(1) On the basis of all the relevant facts and circumstances the Administrator determines that the Participant has an immediate and heavy financial need, or

(2) The distribution is on account of:

(A) Expenses for medical care described in Section 213(d) of the Code previously incurred by the Participant, the Participant’s spouse, or the Participant’s dependents or necessary for these persons to obtain medical care;

(B) Costs directly related to the purchase (excluding mortgage payments) of the Participant’s principal residence;

(C) Payment of tuition, related educational fees, and room and board expenses for up to the next 12 months of post-secondary education for the Participant, his or her spouse, children or dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);

(D) The need to prevent the eviction of the Participant from his principal residence or foreclosure on the Participant’s principal residence.

(E) Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Section 152 of the Code, without regard to Section 152(d)(1)(B) of the Code); or

(F) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income);

(G) Expenses or payments under subsections (A), (C) and (E), above (or (H), below, if applicable), incurred by or relating to the Participant’s designated Beneficiary;

(H) A financial need that has been identified as a deemed immediate and heavy financial need in a ruling, notice or other document of general applicability issued under the authority of the Commissioner of Internal Revenue;

(c) For purposes of this Section 7.2, a distribution will be treated as necessary to satisfy the immediate and heavy financial need of the Participant if either:

(1) The Administrator reasonably relies on the Participant’s representation that the amount of the distribution is not in excess of the amount required to relieve the financial need of the Participant and the need cannot be satisfied:

(A) Through reimbursement or compensation by insurance or otherwise;

(B) By reasonable liquidation of the Participant’s assets to the extent such liquidation would not itself cause an immediate and heavy financial need;

(C) By cessation of elective deferral contributions and employee contributions (including Salary Deferral Contributions, Roth Contributions and After-Tax Contributions under this Plan) under plans maintained by an Employer; or

(D) By other distributions or nontaxable (at the time of the loan) loans from the Plan and plans maintained by an Employer or any other employer, or by borrowing from commercial sources on reasonable commercial terms; or

(2) All of the following conditions are satisfied:

(A) The Participant certifies that the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant; and

(B) The Participant has obtained all distributions and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employers.

(d) Any Participant who elects a hardship distribution under this Section 7.2 may not make Salary Deferral Contributions, Catch-Up Contributions, Roth Contributions or After-Tax Contributions during the six-month period beginning after the date of such hardship distribution.

7.3 Withdrawals from After-Tax Contributions Account

A Participant may withdraw amounts from his or her After-Tax Contributions Account in accordance with rules established by the Administrator.

7.4 Withdrawal After Age 59¹⁄₂

A Participant who has attained the age of 59¹⁄₂ may elect to withdraw the entire balance in his or her Account.

7.5 United Kingdom Contributions

Amounts attributable to contributions paid into a Participant’s Account during service with the Employer in the United Kingdom are not eligible for in-service withdrawals.

7.6 Disability Withdrawals

A Participant who is Disabled may elect to withdraw the entire balance in his or her Account.

SECTION 8

Distribution of Benefits

8.1 Method of Distribution for Contributions

(a) As soon as practicable following a Participant’s termination of employment from all Employers, the Participant’s Account shall be paid as either (1) a single lump sum distribution of the entire vested balance then standing in the Participant’s Account, or (2) monthly, quarterly or annual installments over a period of time as elected by the Participant. A Participant who is receiving distribution in installments may elect to receive a lump sum distribution of the remainder of the Participant’s Account balance.

(b) If a Participant’s Account exceeds $1,000, the Participant’s Account shall not be distributed without the Participant’s consent. The Plan shall provide a notice setting forth (1) an explanation of the eligibility requirements for, the material features of, and the relative values of the forms of benefits available under this Section 8, (2) the Participant’s right to defer receipt of a Plan distribution as set forth in this Section 8, and (3) the consequences of failing to defer such receipt. This notice shall be in writing and shall be provided to the Participant no less than 30 days and no more than 180 days before the first day on which benefits are payable under the Plan.

(c) However, if the Participant, after having received the notice described in subsection (b), above, affirmatively elects a distribution, the Plan will not fail to satisfy

the consent requirements of Section 411(a)(11) of the Code merely because the distribution commences less than 30 days after the notice was provided to the Participant, provided the Administrator clearly indicates to the Participant that the Participant has the right to at least 30 days to consider whether to consent to the distribution.

As provided in the Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”), a Participant who has been on active duty for more than 30 days will be treated as having been severed from employment during any period he or she is performing uniformed service described in Section 3401(h)(2)(A) of the Code, and shall be eligible for a distribution from the Plan under this Section 8.1 (a “HEART Act Distribution”). A Participant who receives a HEART Act Distribution may not make an elective deferral or employee contribution during the 6-month period beginning on the date of that distribution.

8.2 Cash-Out of Small Benefits

Notwithstanding anything in this Plan to the contrary, if a Participant’s Account does not exceed $1,000, the Participant shall receive benefits in the form of a single sum payment within a reasonable time after the Participant separates from service.

8.3 Form of Lump Sum Distribution

(a) Cash. With respect to any portion of a Participant’s Account that is not invested in Common Stock, any lump sum distribution from such portion of the Account shall be made in the form of a single lump sum payment of cash (or its equivalent) equal to the vested balance credited to such portion of the Account as of the relevant Valuation Date.

(b) Common Stock. Any lump sum distribution from such portion of a Participant’s Account that is invested in Common Stock as of the Valuation Date shall be

made in the form of a single lump sum payment (1) in shares of Common Stock, with fractional shares paid in cash, or (2) entirely in cash, as the Participant shall elect. In either case, the cash or shares of Common Stock distributed to the Participant shall be equivalent to the full value of the units of Common Stock then credited to such portion of the Participant’s Account.

(c) Fractional Shares. If shares of Common Stock are to be distributed, only full shares shall be distributed and cash (or its equivalent) shall be distributed in lieu of any fractional share.

8.4 Designation of Beneficiary

Each Participant shall have the right, with the consent of his or her spouse if he or she is married, to designate, on forms provided by the Administrator, a Beneficiary or Beneficiaries to receive the benefits provided by the Plan in the event of his or her death, and shall have the right to revoke the designation, or, with the consent of his or her spouse if he or she is married, to substitute another Beneficiary or Beneficiaries. The consent of the spouse shall (i) be in writing on a form satisfactory to the Committee, (ii) designate a Beneficiary which may not be changed without spousal consent (or the consent of the spouse must expressly permit designations by the Participant without any further requirement of consent by the spouse), (iii) acknowledge the effect of the consent, and (iv) be witnessed by a notary public. No consent is required if it is established to the satisfaction of the Administrator that consent cannot be obtained because there is no spouse or the spouse cannot be located. If a person fails (or is unable) to make a valid designation of a Beneficiary, or if no validly designated Beneficiary survives that person, the person’s Beneficiary will be the survivor(s) in the first surviving class in equal shares among the following:

(a) Surviving spouse,

(b) Participant’s surviving children,

(d) Participant’s surviving brothers and sisters; and

(e) Participant’s estate.

A designation of Beneficiary is effective on the date the Participant’s completed and signed designation of Beneficiary is actually received by the Administrator. To be valid, a completed and signed designation of Beneficiary must be actually received by the Administrator prior to the Participant’s death. Actually received means actual receipt of the designation of Beneficiary and not the date that the designation of Beneficiary was placed in the U.S. Mail or other private delivery service. The most recent designation of Beneficiary on file cancels all previous designations of Beneficiary.

8.5 Required Distribution

(a) Notwithstanding anything in this Plan to the contrary, all forms of distribution must comply with the requirements of Section 401(a)(9) of the Code, including the incidental death benefit rule of Section 401(a)(9)(G) of the Code, and Treasury Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9. A Participant’s benefits shall commence no later than April 1 of the calendar year in which the Participant attains age 70¹⁄₂ or terminates his or her employment with all Employers (whichever is later); provided however, that the benefits of a Participant who is a 5% owner shall commence no later than April 1 of the calendar year in which the Participant attains age 70¹⁄₂.

(b) To the extent not inconsistent with Section 8.2, unless the Participant elects otherwise, payment of the balance in the Participant’s vested Account shall begin no later than the 60th day after the latest of the close of the Plan Year in which: (1) the Participant attains Normal Retirement Age; (2) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan; or (3) the Participant terminates service with his or her Employer.

Notwithstanding the foregoing, the failure of a Participant to consent to a distribution shall be deemed to be an election to defer commencement of payment as provided above.

8.6 Infants, Incompetents

If the Administrator determines that any person entitled to payments under the Plan is an infant or incompetent by reason of physical or mental disability, it may cause any payment due to such person to be made to any other person for his benefit, without responsibility to follow the application of amounts so paid. Payments made pursuant to this provision shall completely discharge the Employer, the Trustee, and the Administrator.

8.7 Payment to Alternate Payee

Distribution to an “alternate payee” (as defined in Section 414(p)(8) of the Code) may be made without regard to the age or employment status of the Participant provided payment is made pursuant to a court order which the Administrator has determined to be a “qualified domestic relations order” (within the meaning of Section 414(p)(1) of the Code) in accordance with procedures established by the Administrator.

8.8 Direct Rollover Requirements

(a) General Rule. Notwithstanding any provisions of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 8.8, a Distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

(b) Definitions. For purposes of this Section 8.8

(1) “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include (A) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; (B) any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; (C) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and (D) any hardship withdrawals made under Section 7.2.

(2) “Eligible Retirement Plan” means one of the following that accepts the Distributee’s Eligible Rollover Distribution:

(A) an individual retirement account described in Section 408(a) of the Code;

(B) an individual retirement annuity described in Section 408(b) of the Code;

(D) a qualified trust described in Section 401(a) of the Code;

(E) an annuity contract described in Section 403(b) of the Code;

(F) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and

(G) an individual retirement account described in Section 408A of the Code.

With respect to a Distributee who is a nonspouse designated Beneficiary, only an individual retirement plan as provided for under Section 402(c)(11) of the Code will qualify as an Eligible Retirement Plan.

(3) “Distributee” means (A) an Employee or former Employee, (B) the Employee’s or former Employee’s surviving spouse, (C) the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414 (p) of the Code with regard to the interest of the spouse or former spouse, and (D) subject to the limitations set forth in subsection (2) above, an Employee’s or former Employee’s nonspouse designated Beneficiary.

(4) “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(c) Rollovers of Roth Contributions. Notwithstanding the above, a direct rollover of a distribution from a Roth Contributions Account under the Plan will only be made to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

SECTION 9

Top-Heavy Rules

9.1 General Rule

Notwithstanding anything in this Plan to the contrary, the provisions of this Section 9 will apply in the event that the Plan is determined to be a “top-heavy plan” under Section 416 of the Code.

9.2 Definitions

For purposes of this Section 9:

(a) “Compensation” means compensation as defined under Section 415(c)(3) of the Code.

(b) “Determination Date” means, in the case of the first Plan Year, the last day of such Plan Year, or, in the case of any other Plan Year, the last day of the preceding Plan Year. When more than one plan is aggregated, the determination of whether the plans are Top-Heavy shall be made at a time consistent with regulations issued by the Secretary of the Treasury.

(c) “Key Employee” means an Employee or former Employee and his Beneficiaries who, within the meaning of Section 416(i) of the Code and the regulations thereunder, is:

(1) An officer of an Employer whose annual Compensation for any Plan Year exceeds $130,000, as adjusted under Section 416(i)(1) of the Code;

(2) A 5% owner of an Employer; or

(3) A 1% owner of an Employer having an annual Compensation of more than $150,000.

For purposes of this definition, no more than 50 Employees (or, if less than 50, either three Employees or ten percent of all Employees, whichever is greater) shall be treated as officers. For purposes of determining the number of officers taken into account, Employees described in Section 414(q)(5) of the Code shall be excluded. In addition, for purposes of determining ownership percentages hereunder, the constructive ownership rules of Section 318 of the Code shall apply as provided by Section 416(i)(1)(B) of the Code. Beneficiaries of Key Employees shall be considered Key Employees.

(d) “Non-Key Employee” means any Employee who is not a Key Employee.

(e) “Permissive Aggregation Group” means any other plans which the Company, in its discretion, elects to aggregate with the Required Aggregation Group, provided that the resulting group of plans satisfies Sections 401(a)(4) and 410 of the Code.

(f) “Required Aggregation Group” means (1) each plan of an Employer in which a Key Employee participates (regardless of whether the Plan has terminated), and (2) each other plan of an Employer which enables any plan described in clause (1), above, to meet the requirements of Section 401(a)(4) or 410 of the Code.

(g) “Top-Heavy” means a plan in which, as of the Determination Date, the Top-Heavy Ratio exceeds 60%. The determination of whether a plan is Top-Heavy shall be made in accordance with Section 416(g) of the Code.

(h) “Top-Heavy Ratio” means for this Plan or the Required Aggregation Group or Permissive Aggregation Group, as applicable, the fraction, the numerator of which is the sum of the account balances under the aggregated defined contribution plans of all Key Employees as of the Determination Date (including any part of any account balance distributed in the five-year period ending on the Determination Date) and the present value of accrued benefits (including any part of any accrued benefit distributed in the five-year period ending on the Determination Date) under the aggregated defined benefit plans of all Key Employees as of the Determination Date, and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the Determination Date) under the aggregated defined contribution plans for all Participants and the present value of accrued benefits under the defined benefit plans (including any part of any accrued benefit distributed in the one-year period ending on the Determination Date) for all Participants as of the Determination Date, determined in accordance with Section 416 of the Code and the regulations thereunder. In the case of a distribution made for a reason other than severance from employment, death, or Disability, the above provision shall be applied by substituting 5-year period for 1-year period. The accrued benefit of a Participant other than a Key Employee shall be determined under (a) the method, if any, that uniformly

applies for accrual purposes under all defined benefit plans maintained by an Employer, or (b) if no such method exists, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

9.3 Minimum Contribution Requirement

(a) Notwithstanding anything in this Plan to the contrary, and subject to the limitations set forth in Sections (b) and (c) below, in any Plan Year in which the Plan is Top-Heavy, the Employers shall contribute an additional amount so as to provide allocations for each Non-Key Employee who is employed on the last day of the Plan Year (whether or not such Non-Key Employee is otherwise a Participant) of Employer contributions, exclusive of Salary Deferral Contributions and Matching Contributions, under this Plan which equal three percent of the Participant’s Compensation.

(b) The percentage minimum contribution required under Section (a), above, shall in no event exceed the percentage at which contributions are made (or required to be made) under the Plan for the Plan Year for the Key Employee for whom such percentage is the highest for the Plan Year. In determining the highest rate of contribution applicable to a Key Employee, amounts elected to be deferred under a qualified Section 401(k) arrangement shall be counted for purposes of Section 416 of the Code.

(c) No minimum contribution will be required for a Participant under this Plan for any Plan Year if an Employer maintains another qualified plan under which a minimum benefit or contribution is being accrued or made for such Participant in accordance with Section 416(c) of the Code.

SECTION 10

Funding

10.1 Contributions made by the Employer and all other assets of this Plan shall be held in the Trust. The Company may, at any time and from time to time, appoint or substitute another Trustee for the purpose of holding and investing all or a portion of the assets of the Plan and to pay the benefits provided under the Plan. Such appointment or substitution shall not be considered a discontinuance or termination of the Plan. In any such event, the Company may transfer all or any part of the assets of the Plan to any such appointed Trustee.

SECTION 11

Plan Fiduciaries and Administration

11.1 Named Fiduciaries

The authority to control and manage the operation and administration of the Plan is vested in the named fiduciaries specified herein. Each named fiduciary shall be responsible solely for the tasks allocated to it. No fiduciary shall have any liability for a breach of fiduciary responsibility of another fiduciary with respect to the Plan and Trust unless it participates knowingly in such breach, has actual knowledge of such breach and fails to take reasonable remedial action to remedy said breach, or, through its negligence in performing its own specific fiduciary responsibilities which give rise to its status as a fiduciary, it has enabled such other fiduciary to commit a breach of the latter’s fiduciary responsibility.

11.2 Fiduciary Standard

Each named fiduciary and every other fiduciary under the Plan shall discharge its duties with respect to the Plan solely in the interests of the Participants and beneficiaries and:

(a) For the exclusive purpose of providing benefits to Participants and their beneficiaries, and defraying reasonable expenses of administering the Plan;

(b) With the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and

(c) In accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of Title I of ERISA.

11.3 Multiple Duties and Advisors

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan. A named fiduciary, or a fiduciary designated by a named fiduciary in accordance with the terms of the Plan, may employ one or more persons to render advice with regard to any responsibilities such fiduciary has under the Plan.

11.4 Allocation and Delegation of Fiduciary Duties

Each named fiduciary may allocate its fiduciary duties among its members or may delegate its responsibilities to persons who are not named fiduciaries with respect to the specific responsibility delegated. Any such allocation or delegation shall be in writing and shall be made a permanent part of the records of the named fiduciary. Such allocation or delegation shall be reviewed periodically by the named fiduciary and shall be terminable upon such notice as the named fiduciary, in its sole discretion, deems reasonable and prudent under the circumstances.

11.5 Indemnification

The Employers shall indemnify and hold harmless any officers or employees of the Employers to which fiduciary responsibilities have been delegated from and against any and

all liabilities, claims, demands, costs, and expenses, including attorneys’ fees, arising out of an alleged breach in the performance of their fiduciary duties under the Plan and under ERISA, other than such liabilities, claims, demands, costs and expenses as may result from the gross negligence or willful misconduct of such person. The Company shall have the right, but not the obligation, to conduct the defense of such person in any proceeding to which this Section 11.5 applies. The Employers may satisfy their obligation under this Section 11.5, in whole or in part, through the purchase of a policy or policies of insurance.

11.6 The Plan Administrator

The Company shall be the Administrator of the Plan for purposes of Section 3(16) of ERISA and Section 414(g) of the Code. As such, the Company is the named fiduciary with discretionary responsibility for the administration of the Plan. Any or all of the administrative duties and responsibilities of the Administrator may be delegated, provided such delegation is in writing.

11.7 The Committee

(a) The Committee is the named fiduciary with the discretionary authority to: (1) interpret the Plan; (2) formulate such rules and regulations as are necessary to administer the Plan instrument in accordance with its terms; (3) conduct final review of claims under the claims review procedure; and (4) establish and carry out the funding policy of the Plan. The Committee shall be responsible for reviewing the funding policy and method of the Plan.

(b) The Committee shall consist of three or more persons. The members of the Committee shall be appointed by, and hold office at the pleasure of, the Senior Vice President of Oracle America, Inc., and shall serve as such without compensation, although the Compensation Committee of the Board of Directors of the Company shall have the ultimate authority to appoint and remove members of the Committee.

(c) The Committee shall keep minutes of its meetings and proceedings. Every decision made or action taken by a majority of the members at the time in office shall constitute the decision or action of the Committee, and shall be final, conclusive and binding upon all persons affected thereby. Any decision or action by the Committee under or in connection with the Plan may be made or taken at a meeting held pursuant to its rules at which a majority of the members then in office shall be present and vote in favor thereof, or may be made or taken without a meeting if approved and evidenced by a writing signed by a majority of the members then in office.

11.8 Performance of Duties as Administrator

In addition to its performance of the named fiduciary duties of the Company as Administrator of the Plan, the Committee shall have the discretionary authority to perform and be responsible for performing the following nonfiduciary administrative functions within the policies, interpretations, rules, practices and procedures established by the Company or the Committee in accordance with their respective areas of named fiduciary responsibility:

(a) Application of rules determining eligibility for participation or benefits;

(b) Calculation of service and compensation for benefits;

(d) Maintenance of Participants’ service and employment records;

(e) Preparation of reports required by government agencies;

(f) Calculation of benefits;

(g) Administration of loan program;

(h) Orientation of new Participants and advising Participants of their rights and options under the Plan;

(i) Collection of contributions and application of contributions as provided in the Plan;

(j) Preparation of reports concerning Participants’ benefits;

(k) Processing of claims;

(l) Making recommendations to the Company or the Committee for decisions with respect to Plan administration;

(m) Formulating rules and regulations necessary to administer the Plan in accordance with its terms;

(n) Investing Plan assets, if the Company has transferred responsibility for Plan investments to the Committee pursuant to the Trust;

(o) Conducting the annual review of the funding policy and method;

(p) Making recommendations to the Senior Vice President, Human Resources of Oracle America, Inc. or the Compensation Committee of the Board of Directors of the Company regarding Plan amendments, when appropriate; and

(q) Maintaining the qualified and tax-exempt status of the Plan under the Code.

11.9 Claims Procedures

(a) A Participant or Beneficiary entitled to receive benefits under the Plan need not file a request therefor. However, if the Participant or Beneficiary believes that his benefit has been incorrectly determined, he may make a written request for review of the determination by the Administrator, who shall have the power to construe and

interpret the terms of the Plan. The Administrator may require additional information if necessary to process the request. The Administrator or its delegate shall review the request and shall render its decision within 90 days from the date the request is filed (or the requested additional information is submitted, if later), unless special circumstances require an extension of time for processing the request. If such an extension of time is required, written notice of the extension shall be furnished the person making the request within the initial 90-day period, and the notice shall indicate the special circumstances requiring the extension and the date by which the Administrator expects to reach a decision on the request. In no event shall the extension exceed a period of 90 days from the end of the initial period.

(b) If the Administrator denies a request in whole or in part, it shall provide the person making the request with written notice of the denial within the period specified in Subsection (a), above. The notice shall set forth in language calculated to be understood by the person making the request:

(1) The specific reason for such denial;

(2) Specific reference to pertinent Plan provisions upon which the denial is based;

(3) A description of any additional material or information which may be needed to clarify or perfect the request, and an explanation of why such information is required; and

(4) An explanation of the Plan’s review procedure with respect to the denial of benefits, including a Participant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

(c) (1) A person whose request has been denied in whole or in part may file a claim for review of the Administrator’s decision in writing with the Committee within 60 days of receipt of the notification of denial. The Committee, for good cause shown, may extend the period during which the claim may be filed. The claimant shall be permitted to examine all documents pertinent to the claim and shall be permitted to submit issues and comments regarding the claim to the Committee in writing.

(2) The Committee shall render its decision within 60 days after receipt of the application for review, unless special circumstances require an extension of time for processing, but not later than 120 days after receipt of a request for review. If an extension of time is necessary, written notice shall be furnished the claimant before the extension period commences.

(3) The decision of the Committee on review shall be final and binding, and shall be furnished to the claimant in writing within the time specified in Section 11.9(c)(2). If the decision on review denies the claim in whole or in part, it shall set forth (A) the reasons for the decision in a manner calculated to be understood by the claimant, (B) references to the specific Plan provisions on which the decision is based, (C) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim, and (D) a statement informing the claimant of his or her right to bring a civil action under Section 502(a) of ERISA. The Committee shall not be restricted in its review to those provisions of the Plan cited in the original denial of the claim.

(d) No legal or equitable action to recover benefits due under the terms of the Plan, to enforce the claimant’s rights under the terms of the Plan, or to clarify the

claimant’s rights to future benefits under the terms of the Plan shall be brought unless and until the claimant has exhausted his or her administrative remedies under this Section 11.9. Any such action shall be filed in a state or Federal court located in San Francisco, California. No legal action may be brought against the Plan, the Company, any Employer, the Committee, or the Administrator more than one year after the date the claimant is notified of the Committee’s final decision on review as set forth in Section 11.9(c).

11.10 Expenses of the Plan

The reasonable expenses of administering the Plan, net of any revenue sharing that reimburses or pays directly the fees of a service provider or other such expenses of administering the Plan, will be paid by the Trust; provided, however, that the Company or an Employer may, in its discretion, pay some or all of such expenses of administering the Plan.

11.11 Allocation of Revenue Sharing

After paying reasonable Plan expenses out of the Revenue Credit Account (as defined in Schedule B of the trust agreement dated February 1, 2003 (and subsequently amended) between the Company and the Trustee), the excess revenue sharing shall be allocated annually to Participants as a revenue credit pro rata based on Participant Account balances as of the date of allocation (which shall be on or about December 20). Such allocation shall be invested pro rata across each Participant’s current investments and Accounts.

SECTION 12

Amendment or Termination of the Plan

12.1 Amendment

The Compensation Committee of the Board of Directors of the Company, or the Senior Vice President, Human Resources of Oracle America, Inc., shall have authority to amend this Plan, at any time and from time to time, in whole or in part, by executing a written amendment. Any such amendment shall be binding upon all Employers. Such power to amend includes the right, without limitation, to make retroactive amendments referred to in Section 401(b) of the Code. Notwithstanding the foregoing, no amendment of the Plan shall be effective to reduce the benefits of any Participant or his beneficiary accrued under the Plan on the effective date of the amendment, except to the extent that such reduction is permitted by ERISA.

12.2 Plan Termination; Discontinuance of Contributions

(a) The Company intends to continue the Plan on a permanent basis; however, the Compensation Committee of the Board of Directors of the Company reserves the power to terminate the Plan or discontinue the Plan at any time with respect to any or all Employers. The Board of Directors of any Employer shall have the power to discontinue the Plan with respect to that Employer at any time. If the Plan is terminated or partially terminated, or if contributions of an Employer are completely discontinued, the rights of all affected Participants in their Accounts shall thereupon become nonforfeitable, notwithstanding any other provisions of the Plan.

(b) Anything in the Plan to the contrary notwithstanding, no Employer, upon any such termination of the Plan, shall have any obligation or liability whatsoever to make any further payments (including all or any part of any contributions payable prior to

any termination of the Plan) to the Trustee for benefits under the Plan. Neither the Trustee, the Committee, nor any Participant, Employee, or Beneficiary, shall have any right to compel an Employer to make any payments after the termination of the Plan.

(c) If the Plan is terminated in whole or in part, or if any Employer shall completely discontinue its contributions to the Plan, the Company may in its discretion, (1) cause the Committee to direct that the Accounts of each Participant shall be paid in cash or in kind to the Participant, or, if the Participant is then deceased, to his Beneficiary pursuant to Section 8.4, or (2) direct that the Committee and the Fund will continue until the benefits of each Participant have been distributed in accordance with the Plan and applicable provisions of law.

SECTION 13

Miscellaneous Provisions

13.1 Nonreversion; Return of Contributions

(a) Except as provided in this Section 13.1, the assets of the Plan shall never inure to the benefit of any Employer, and shall be held for the exclusive purpose of providing benefits to Participants and their beneficiaries, and for defraying the reasonable expenses of administering the Plan.

(b) In the case of an Employer contribution which is made by mistake of fact, this Section 13.1 shall not prohibit the return of the contribution to the Employer within one year after the payment of the contribution.

(c) If an Employer contribution is conditioned upon qualification of the Plan under Section 401(a) of the Code, or any successor provision thereto, and if the Plan does not so qualify, then this Section 13.1 shall not prohibit the return of the contribution to the Employer within one year after the date of denial of qualification of the Plan.

(d) If an Employer contribution is conditioned upon the deductibility of the contribution under Section 404 of the Code, or any successor provision thereto, then to the extent such contribution is disallowed, this Section 13.1 shall not prohibit the return to the Employer of the contribution (to the extent disallowed), within one year after the disallowance.

13.2 Plan Merger

In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets or liabilities of the Trust to, another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of some or all of the Participants of this Plan, the assets of the Trust applicable to such Participants shall be transferred to the other trust fund only if such Participant would (if either this Plan or the other Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated).

13.3 No Assignment or Alienation

Except as provided in a “qualified domestic relations order” within the meaning of Section 414(p) of the Code, the benefits under this Plan may not be assigned or alienated.

13.4 No Employment Contract

The adoption of this Plan is not a contract between any Employer and any Employee, nor does it give any Employee any right to continue employment with any Employer, or interfere with the right of any Employer to discharge any Employee with or without cause.

13.5 Applicable Law

This Plan shall be construed, administered and enforced according to ERISA and, to the extent state law is applicable, according to the laws of the State of California. Any suit claiming a breach of fiduciary duty must be filed in a Federal court located in San Francisco, California.

13.6 Disqualification of an Employer

If, after initial qualification, it is finally determined that the plan and the trust of any Employer no longer meet the requirements of Sections 401(a) and 501(a) of the Code, such Employer will no longer participate in this Plan and Trust as of the date of disqualification, and the assets of the Trust allocable to the Employer shall be segregated as soon as possible after the date of final determination of disqualification and held as a separate fund.

13.7 Successor to an Employer

(a) Notwithstanding any provision in the Plan to the contrary, if any Employer becomes the successor to the business of another company, by whatever form or manner resulting, at a time when such other company is not an Employer hereunder, and employees of such other company become employees of the Employer, the terms and conditions under which such employees may participate in this Plan shall be determined by the Compensation Committee of the Board of Directors of the Company.

(b) Provided such action does not result in discrimination prohibited by Section 401(a) of the Code or in duplication of benefits, the Compensation Committee of the Board of Directors of the Company may waive or vary requirements for participation in the Plan by such employees and/or may provide that service with such other company shall be considered continuous service with the Employers for any or all purposes of the Plan.

13.8 Military Duty

Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code. Loan repayments will be suspended under this Plan as permitted under Section 414(u)(4) of the Code.

IN WITNESS WHEREOF, Oracle Corporation has caused this amendment and restatement of the Oracle Corporation 401(k) Savings and Investment Plan to be executed on its behalf on this 30th day of January, 2014.


ORACLE CORPORATION

By:		/s/ Joyce Westerdahl
Printed Name: Joyce Westerdahl
Title:		Senior Vice President, Human Resources of Oracle America, Inc.

Exhibit 99.6

FIRST AMENDMENT TO THE

ORACLE CORPORATION 401(k) SAVINGS AND INVESTMENT PLAN

(Amended and Restated as of January 1, 2014)

ORACLE CORPORATION hereby amends the Oracle Corporation 401(k) Savings and Investment Plan (the “Plan”), amended and restated as of January 1, 2014, as set forth below, effective as of December 1, 2010:

1.	The final sentence of Subsection 3.1(b) is amended to read in its entirety as follows:

No contributions other than Roth Contributions, in-plan Roth rollovers and properly attributable earnings will be credited to each Participant’s Roth Contributions Account.

2.	Section 8.8 is amended by the addition of a new Subsection (b) and the following subsections are relettered accordingly:

(b) In-Plan Roth Rollovers. An Eligible Rollover Distribution made from a Participant’s Account under the Plan (other than a Roth Contributions Account) may be transferred to the Participant’s Roth Contributions Account under the Plan. Outstanding Plan loans may not be transferred to a Roth Contributions Account. Any amounts invested through a brokerage account must be liquidated and transferred to one of the investment funds offered under the Plan before transfer to a Roth Contributions Account. The in-plan Roth rollover is irreversible and cannot be undone or recharacterized in any manner. The Plan will maintain such records as are necessary for the proper reporting of in-plan Roth rollovers.

IN WITNESS WHEREOF, Oracle Corporation has caused this amendment to be executed on its behalf on this 30th day of December, 2014.


ORACLE CORPORATION

By:		/s/ Joyce Westerdahl
Printed Name: Joyce Westerdahl
Title:		Senior Vice President, Human Resources

Exhibit 99.7

SECOND AMENDMENT TO THE

ORACLE CORPORATION 401(k) SAVINGS AND INVESTMENT PLAN

(Amended and Restated as of January 1, 2014)

1.	Subsection 8.8(b) is amended to read in its entirety as follows:

(b) In-Plan Roth Rollovers. All or a portion of a Participant’s Accounts (other than a Roth Contributions Account) in which the Participant is one hundred percent vested (100%) may be transferred to the Participant’s Roth Contributions Account under the Plan. Outstanding Plan loans may not be transferred to a Roth Contributions Account. Any amounts invested through a brokerage account must be liquidated and transferred to one of the investment funds offered under the Plan before transfer to a Roth Contributions Account. The in-plan Roth rollover is irreversible and cannot be undone or recharacterized in any manner. Nondistributable amounts transferred to a Participant’s Roth Contributions Account remain subject to the distribution restrictions that were applicable to the amount under the Plan and the Code before the transfer. The Plan will maintain such records as are necessary for the proper reporting of in-plan Roth rollovers.

IN WITNESS WHEREOF, Oracle Corporation has caused this amendment to be executed on its behalf on this 30th day of December, 2014.


ORACLE CORPORATION

By:		/s/ Joyce Westerdahl
Printed Name: Joyce Westerdahl
Title:		Senior Vice President, Human Resources

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