Salesforce.com 2005 Annual Report Download - page 172

a Director shall not receive such Option. The Option shall become exercisable as to twenty-five percent of the shares of Stock subject to the Option on the one
(1) year anniversary of its date of grant and as to one forty-eighth (1/48) of the shares of Stock subject to the Option thereafter provided that the Optionee
continues to serve as an Outside Director on such dates. The Board in its discretion may change and otherwise revise the terms of Options granted under this
Section 7.6, including, without limitation, the number of shares of Stock and exercise prices thereof, for Options granted on or after the date the Board
determines to make any such change or revision.
8. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.
Restricted Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form
as the Board shall from time to time establish. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the
Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock may incorporate all or any of the terms of
the Plan by reference and shall comply with and be subject to the following terms and conditions:
8.1 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving shares of
Restricted Stock, the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding the foregoing,
if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its
benefit having a value not less than the par value of the shares of Restricted Stock subject to such Award.
8.2 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may or may not be made subject to Vesting
Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria as shall be established by the Board and
set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award
remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to
an Ownership Change Event, as defined in Section 11.1, or as provided in Section 8.5. Upon request by the Company, each Participant shall execute any
agreement evidencing such transfer restrictions prior to the receipt of shares of Restricted Stock hereunder and shall promptly present to the Company any and
all certificates representing shares of Restricted Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions.
8.3 Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 8.2 and any Award Agreement, during the
Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant shall have all of the rights of a stockholder of the Company
holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However,
in the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as
described in Section 4.2, then any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the
Participant is entitled by reason of the Participant's Restricted Stock Award shall be