Salesforce.com 2005 Annual Report Download - page 171

year following a Change in Control (a "Termination After Change in Control"), then the Option (unless terminated pursuant to Section 11.2), to the extent
unexercised and exercisable on the date on which the Participant's Service terminated, may be exercised by the Participant (or the Participant'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 Participant's Service terminated, but in any event no later than the Option Expiration Date.
(iv) Other Termination of Service. If the Participant's Service terminates for any reason, except Disability, death or Termination
After Change in Control, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant's Service terminated,
may be exercised by the Participant at any time prior to the expiration of ninety (90) days (or such longer period of time as determined by the Board, in its
discretion) after the date on which the Participant's Service terminated, but in any event no later than the Option Expiration Date.
(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option within the applicable time
periods set forth in Section 7.4(a) is prevented by the provisions of Section 12 below, the Option shall remain exercisable until ninety (90) days (or such
longer period of time as determined by the Board, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but
in any event no later than the Option Expiration Date.
(c) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set
forth in Section 7.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the
Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would
no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant's termination of Service, or (iii) the Option Expiration
Date.
7.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant's
guardian or legal representative. Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant's
beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its
discretion, and set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations, if
any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act.
7.6 Automatic Grant of Options. Each Outside Director shall be granted automatically and without further action of the Board an Option to
purchase 50,000 shares of Stock on the date on which such person first becomes an Outside Director, whether through election by the stockholders of the
Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains