Section 5 — Corporate Governance and Management

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

On July 24, 2008, Bruce R. Chizen, former Chief Executive Officer of Adobe Systems Incorporated, accepted an offer to join the Board of Directors of Oracle Corporation. Mr. Chizen will not join any committees of the Board at this time.

Mr. Chizen will receive an annual retainer of $52,500 and will receive $3,000 for each regular meeting he attends and $2,000 for each special meeting he attends. He is eligible to participate in our Amended and Restated 1993 Directors’ Stock Plan (the “Directors’ Plan”), which provides for option grants, restricted stock or other equity-based awards to directors for their services. Pursuant to the Directors’ Plan, Mr. Chizen was automatically granted on the date he became a director, July 24, 2008, a stock option to purchase 60,000 shares of our common stock. This stock option will vest 25% per year over four years on each anniversary of the grant date. Commencing May 31, 2009, he will also automatically be granted a stock option to purchase 45,000 shares of our common stock, granted on May 31st of each year. If he is appointed to any committees of the Board, he may be eligible to receive additional fees and equity grants. Mr. Chizen has also entered into our standard form of indemnification agreement pursuant to which we will indemnify him for certain actions he takes in his capacity as a director.