Salesforce.com 2005 Annual Report Download - page 151

SALESFORCE.COM, INC.
STOCK OPTION AGREEMENT
(For Non-U.S. Participants)
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, expressed in United States Dollars, as set forth in the Grant Notice and
as adjusted from time to time pursuant to Section 9.
(b) "Local Law" means with all laws, rules and regulations applicable within [INSERT APPLICABLE COUNTRY] or to its residents.
(c) "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.
(d) "Option Expiration Date" means the date listed under the heading "Expiration" in the Grant Notice.
(e) "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