Salesforce.com 2005 Annual Report Download - page 181

Termination Period:
This Option may be exercised for [ninety (90) days] after Optionee's Service ceases for any reason except death, Disability or Termination After
Change in Control. Upon the death or Disability of the Optionee, this Option may be exercised for [one (1) year] after Optionee's Service ceases. Upon the
Termination After Change in Control, this Option may be exercised for [one hundred eighty (180) days] after Optionee's Service ceases. In no event shall
this Option be exercised later than the Term/Expiration Date as provided above.
II. AGREEMENT
A. Grant of Option.
The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 14 of the
Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions
of the Plan shall prevail.
B. Exercise of Option.
1. Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.
2. Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such
other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by
the Optionee and delivered to the Chief Financial Officer of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect
to such Exercised Shares.