Salesforce.com 2005 Annual Report Download - page 142

SALESFORCE.COM, INC.
STOCK OPTION AGREEMENT
Salesforce.com, inc. has granted to the Participant named in the Notice of Grant of Stock Option (the "Grant Notice") to which this Stock Option
Agreement (the "Option Agreement") is attached an option (the "Option") to purchase certain shares of Stock upon the terms and conditions set forth in the
Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the
salesforce.com, inc. 2004 Equity Incentive Plan (the "Plan"), as amended to the Grant Date, the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this
Option Agreement, the Plan and a prospectus for the Plan in the form most recently registered with the Securities and Exchange Commission (the "Plan
Prospectus"), (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Option
Agreement or the Plan.
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice, the Plan or as set
forth below:
(a) "Exercise Price" means the Exercise Price per share of Stock as set forth in the Grant Notice and as adjusted from time to time
pursuant to Section 9.
(b) "Number of Option Shares" means the Number of Option Shares as set forth in the Grant Notice and as adjusted from time to time
pursuant to Section 9.
(c) "Option Expiration Date" means the date listed under the heading "Expiration" in the Grant Notice.
(d) "Vested Shares" mean, as of any relevant date, the cumulative portion of the Number of Option Shares which has become
exercisable. In no event may the number of Vested Shares exceed the Number of Option Shares. Except as otherwise provided by this Option Agreement, the
number of shares (disregarding any fractional share) that will become Vested Shares on a specified date, provided that the Participant's Service has not
terminated prior to such date, is determined as follows:
(i) on the first date listed under the heading "Full Vest" in the Grant Notice, the number of shares first listed under the heading
"Shares" in the Grant Notice will become Vested Shares, and
(ii) the remaining shares listed under the heading "Shares" in the Grant Notice will become Vested Shares in substantially equal
subsequent installments at the periodic rate set forth under the heading "Vest Type" in the Grant Notice, with the last such installment becoming Vested
Shares on the last date set forth under the heading "Full Vest" in the Grant Notice.
1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any
provision of this Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.