In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares.

The total number of shares authorized under the 2020 Plan is (i) 390 million shares, plus (ii) the number of shares that were unissued and available for grant under the 2000 Plan as of the date that the 2020 Plan was originally adopted, plus (iii) the number of shares granted and outstanding as of the date that the 2020 Plan was originally adopted which would have been available again for issuance under the terms of the 2000 Plan had the 2020 Plan not been adopted. Under the 2020 Plan, for each share granted as a full value award in the form of a restricted stock unit (RSU) or a performance-based restricted stock award (PSU), an equivalent of 2.5 shares is deducted from our pool of shares available for grant.

As of May 31, 2022, 125 million unvested RSUs, 36 million performance-based stock options (PSOs), of which 6 million shares were vested, and service-based stock options (SOs) to purchase 60 million shares of common stock, of which 59 million shares were vested, were outstanding under the Plans. Approximately 371 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2022. To date, we have not issued any stock options under the 2020 Plan or any stock purchase rights or stock appreciation rights under either of the Plans.

The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board. RSUs generally require service-based vesting of 25% annually over four years. SOs were previously granted under the 2000 Plan at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant.

PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of seven numerically equivalent vesting tranches that potentially could vest. One tranche, which was based solely on the attainment of a market-based metric, was achieved and vested in fiscal 2022. Each of the remaining six tranches requires the attainment of both a performance metric and a market capitalization metric by May 31, 2022, which was subsequently extended by three additional fiscal years to May 31, 2025 via an amendment approved by the Compensation Committee of the Board during fiscal 2022. If any of the remaining operational and market capitalization performance goals are achieved before May 31, 2025 additional tranches may vest, assuming continued employment and service through the date the Compensation Committee of the Board certifies that performance has been achieved. Upon amendment of the PSOs in fiscal 2022, we estimated the revised fair values of the six unvested tranches of the PSOs using a Monte Carlo simulation approach. We are recognizing incremental stock-based compensation expense related to these amended awards for any of the remaining unvested tranches that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made. We have preliminarily estimated service periods for those tranches that have been deemed probable of achievement as of the amendment date to be approximately three to four years.

In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company’s respective stock plans, or we substituted substantially similar awards under the Plans. These restricted stock-based awards and stock options assumed or substituted generally retained all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 2022, stock options to purchase approximately 485,000 shares of common stock were outstanding under acquired company stock plans that Oracle assumed.

In fiscal 1993, the Board adopted the 1993 Directors’ Stock Plan (the Directors’ Plan), which provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). In prior years, we granted stock options at not less than fair market value, that vest over four years, and expire no more than 10 years from the date of grant. Currently, we only grant RSUs that vest fully on the one-year anniversary of the date of grant. The Directors’ Plan was most recently amended on April 29, 2016 and permits the Compensation Committee of the Board to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors’ Plan. In April 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director from $400,000 to $350,000 and eliminated all equity grants for chairing board committees. As of May 31, 2022, approximately 59,000 unvested RSUs and stock options to purchase approximately 474,000 shares of common stock (all of which were vested) were outstanding under the Directors’ Plan. As of May 31, 2022, approximately 1 million shares were available for future stock awards under this plan.

The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2022:

	Restricted Stock-Based Awards Outstanding
(in millions, except fair value)	Number of Shares			Weighted-Average Grant Date Fair Value
Balance, May 31, 2019		99		$	43.01
Granted		50		$	53.38
Vested and issued		(34	)	$	42.67
Canceled		(14	)	$	46.81
Balance, May 31, 2020		101		$	48.36
Granted		54		$	54.95
Vested and issued		(34	)	$	46.88
Canceled		(11	)	$	50.40
Balance, May 31, 2021		110		$	51.87
Granted		65		$	85.07
Vested and issued		(38	)	$	50.52
Canceled		(9	)	$	63.25
Balance, May 31, 2022		128		$	68.34

The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2022, 2021 and 2020 were $1.9 billion, $1.6 billion and $1.5 billion, respectively. As of May 31, 2022, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $5.9 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.93 years.

The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2022:

	Options Outstanding
(in millions, except exercise price)	Shares Under Stock Option			Weighted-Average Exercise Price
Balance, May 31, 2019		222		$	37.78
Granted and assumed		—		$	—
Exercised		(44	)	$	33.18
Canceled		(2	)	$	44.76
Balance, May 31, 2020		176		$	38.86
Granted and assumed		—		$	—
Exercised		(52	)	$	32.05
Canceled		(17	)	$	51.02
Balance, May 31, 2021		107		$	40.14
Granted		—		$	—
Exercised		(10	)	$	34.34
Canceled		—		$	—
Balance, May 31, 2022		97		$	40.70

Stock options outstanding that have vested and that are expected to vest as of May 31, 2022 were as follows:

	Outstanding Stock Options (in millions)		Weighted-Average Exercise Price		Weighted-Average Remaining Contract Term (in years)		Aggregate Intrinsic Value⁽¹⁾ (in millions)
Vested		65	$	35.81		1.83	$	2,360
Expected to vest⁽²⁾		12	$	50.38		3.67		245
Total		77	$	37.97		2.10	$	2,605

Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards

We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.

Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations:

	Year Ended May 31,
(in millions)	2022			2021			2020
Cloud services and license support	$	205		$	134		$	110
Hardware		15			11			11
Services		67			55			54
Sales and marketing		448			313			261
Research and development		1,633			1,188			1,035
General and administrative		245			136			119
Total stock-based compensation		2,613			1,837			1,590
Estimated income tax benefit included in provision for income taxes		(593	)		(413	)		(343	)
Total stock-based compensation, net of estimated income tax benefit	$	2,020		$	1,424		$	1,247

Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards

Total cash received as a result of stock option exercises was approximately $319 million, $1.7 billion and $1.5 billion for fiscal 2022, 2021 and 2020, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $3.7 billion for each of fiscal 2022 and 2021 and $2.9 billion for fiscal 2020. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $843 million, $842 million and $638 million for fiscal 2022, 2021 and 2020, respectively.

We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2022, 39 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 2 million shares in each of fiscal 2022, 2021 and 2020, respectively, under the Purchase Plan. The Compensation Committee last amended the Purchase Plan on May 3, 2022.

We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $412 million, $380 million and $376 million for fiscal 2022, 2021 and 2020, respectively.

In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $164 million, $150 million and $152 million in fiscal 2022, 2021 and 2020, respectively.

We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $756 million and approximately $813 million as of May 31, 2022 and 2021, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets.

We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $67 million, $105 million and $97 million for fiscal 2022, 2021 and 2020, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2022 were $1.1 billion and $580 million, respectively, and as of May 31, 2021 were $1.4 billion and $889 million, respectively.