Salesforce.com 2005 Annual Report Download - page 100

6.4 Tax Withholding. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of
an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal
to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such
Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its discretion, the Company shall have the right to require the
Optionee, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax
withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The
Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until
the Participating Company Group's tax withholding obligations have been satisfied by the Optionee.
6.5 Effect of Termination of Service.
(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein, an Option shall be exercisable after
an Optionee's termination of Service as follows:
(i) Disability. If the Optionee's Service with the Participating Company Group is terminated because of the Disability of the
Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee (or
the Optionee's guardian or legal representative) at any time prior to the expiration of one hundred eighty (180) days (or such longer period of time as
determined by the Board, in its discretion) after the date on which the Optionee's Service terminated, but in any event no later than the date of expiration of
the Option's term as set forth in the Option Agreement evidencing such Option (the "Option Expiration Date").
(ii) Death. If the Optionee's Service with the Participating Company Group is terminated because of the death of the Optionee, the
Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee's legal
representative or other person who acquired the right to exercise the Option by reason of the Optionee's death at any time prior to the expiration of one
hundred eighty (180) days (or such longer period of time as determined by the Board, in its discretion) after the date on which the Optionee's Service
terminated, but in any event no later than the Option Expiration Date. The Optionee's Service shall be deemed to have terminated on account of death if the
Optionee dies within thirty (30) days (or such longer period of time as determined by the Board, in its discretion) after the Optionee's termination of Service.
(iii) Other Termination of Service. If the Optionee's Service with the Participating Company Group terminates for any reason,
except Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the