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SALESFORCE COM INC (CRM)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/23/2011
Filed Period 01/31/2011

Table of contents

  • Page 1
    SALESFORCE COM INC (CRM) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/23/2011 Filed Period 01/31/2011

  • Page 2
    ... number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, par value $0.001 per share Name of each exchange on which registered New York Stock Exchange, Inc. Securities registered pursuant to section 12(g) of the Act: Not applicable...

  • Page 3
    ... Properties Legal Proceedings Reserved Executive Officers of the Registrant 1 13 26 27 27 27 27 29 31 33 51 53 89 89 90 91 91 91 91 91 92 93 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management...

  • Page 4
    ... application for the enterprise to connect and share information securely and in real-time. Our principal executive offices are located in San Francisco, California and our principal website address is www.salesforce.com. Our office address is The Landmark @ One Market, Suite 300, San Francisco...

  • Page 5
    ... a robust, secure, scalable and highly available application, without the cost and complexity of managing the hardware or software infrastructure. Our vision of enterprise cloud computing is based on a multi-tenant technology architecture and a subscription service business model. With multitenancy...

  • Page 6
    ... to build their applications. Our cloud platforms support multiple languages to provide developers openness and choice. Our Solution Our CRM applications help companies better record, track, manage, analyze and share information regarding sales, customer service and support, and marketing operations...

  • Page 7
    ...of our customers use the Force.com API to move customer-related data from custom-developed and legacy applications into our service on a periodic basis to provide greater visibility into their activities. Other customers and partners have, for example, developed their own talent management solutions...

  • Page 8
    ... of services enable customers and subscribers to systematically record, store, analyze, share, and act upon business data and to help businesses manage customer accounts, track sales leads, evaluate marketing campaigns, and provide post-sales service. We also enable companies to generate reports and...

  • Page 9
    ... their customer relations-from the start of the sales cycle to closing the deal to providing basic customer service. In addition to everything available in Contact Manager Edition, Group Edition offers access to opportunities, accounts, contacts, tasks and basic reports. Using the Force.com platform...

  • Page 10
    ...our service, particularly to enterprise customers. The Force.com platform provides a feature set and technology environment for building business applications, including data models and objects to manage data, a workflow engine for managing collaboration of data between users, a user interface model...

  • Page 11
    ... to customers who subscribe to our service. As the reach of our enterprise cloud computing application services has grown, partners and other third party consulting and professional service providers play an integral part in providing these services to our customers. Technology, Development and...

  • Page 12
    ... with outside development resources and acquired technology. Because of our multi-tenant architecture, we are able to provide all of our customers with a service based on a single version of our application. We are able to upgrade all of our customers at the same time with each release. As a result...

  • Page 13
    ... target our prospective and current customers, partners, and developers. Our primary marketing activities include press and industry analyst relations to garner third-party validation and generate positive coverage for our company and product strategy; user conferences and launch events, as well as...

  • Page 14
    ... Management's Discussion and Analysis. Competition The market for enterprise CRM business applications and development platforms is highly competitive, rapidly evolving and fragmented, and subject to changing technology, shifting customer needs and frequent introductions of new products and services...

  • Page 15
    ... from our Web site at http://www.salesforce.com/company/investor/sec-filings/ as soon as reasonably practicable following our filing of any of these reports with the SEC. You can also obtain copies free of charge by contacting our Investor Relations department at our office address listed above. 12

  • Page 16
    ...-based services frequently contain undetected errors when first introduced or when new versions or enhancements are released. We have from time to time found defects in our service and new errors in our existing service may be detected in the future. In addition, our customers may use our service...

  • Page 17
    ... to sell additional features and services, more subscriptions or enhanced editions of our service to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. Similarly, the rate at which our customers purchase new or...

  • Page 18
    ... conditions, we may not be able to accurately forecast our rate of growth. We plan our expense levels and investment on estimates of future revenue and future anticipated rate of growth. We may not be able to adjust our spending quickly enough if the addition of new subscriptions or the renewal rate...

  • Page 19
    ... service, or delay a prospective customers' purchasing decision, or reduce the value of new subscription contracts, or affect renewal rates; timing of additional investments in our enterprise cloud computing application and platform services and in our consulting service; changes in deferred revenue...

  • Page 20
    ... of information technology spending and could adversely affect our customers' ability or willingness to purchase our enterprise cloud computing services, delay prospective customers' purchasing decisions, reduce the value or duration of their subscription contracts, or affect renewal rates, all of...

  • Page 21
    ...The market for enterprise CRM business applications and development platforms is highly competitive, rapidly evolving and fragmented, and subject to changing technology, shifting customer needs and frequent introductions of new products and services. We compete primarily with vendors of packaged CRM...

  • Page 22
    ... revenue growth rate and/or harm our business. We derive substantially all of our revenue from subscriptions to our CRM enterprise cloud computing application service, and we expect this will continue for the foreseeable future. The market for our Force.com cloud computing platform is relatively new...

  • Page 23
    ...may demand more customization, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our...

  • Page 24
    ...realize the anticipated benefits in connection with our purchase of undeveloped land in San Francisco where we plan to develop our global headquarters. If we do not realize these benefits, our financial performance will be negatively impacted. In November 2010, we purchased approximately 14 acres of...

  • Page 25
    ... imposed by, such laws and regulations that are applicable to the businesses of our customers may limit the use and adoption of our service and reduce overall demand for it, or lead to significant fines, penalties or liabilities for any noncompliance with such privacy laws. Furthermore, privacy...

  • Page 26
    ... employees or groups could seriously harm our business. In the technology industry, there is substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software and Internet-related services, as well as competition for sales executives...

  • Page 27
    ... or catastrophic event. Risks Relating to Ownership of Our Common Stock and our Convertible Senior Notes due 2015 The market price of our common stock is likely to be volatile and could subject us to litigation. The trading prices of the securities of technology companies have been highly volatile...

  • Page 28
    ... events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of management's attention...

  • Page 29
    ... to enable us to service our debt. If we fail to make a payment on our debt, we could be in default on such debt. The trading price of the Notes may be significantly affected by the market price of our common stock, which may be volatile, the general level of interest rates and our credit quality...

  • Page 30
    ... of Contents ITEM 2. PROPERTIES Our executive offices and principal office for domestic marketing, sales, professional services and development occupy over 625,000 square feet in the San Francisco Bay Area under leases that expire at various times through July 2020. We also lease space in various...

  • Page 31
    ...President, Technology. From October 1996 to February 1999, Mr. Harris was a Vice President at Left Coast Software, a Java consulting firm he co-founded. Mr. Harris received a B.A. from Middlebury College. George Hu has served as our Executive Vice President, Platform and Marketing, since August 2010...

  • Page 32
    ...for Common Stock Our common stock has been quoted on the New York Stock Exchange under the symbol "CRM." The following table sets forth for the indicated periods the high and low closing sales prices of our common stock as reported by the New York Stock Exchange. High Low Fiscal year ending January...

  • Page 33
    ... 500 Index and the Nasdaq Computer & Data Processing Index for the period beginning on June 23, 2004 (the date our common stock commenced trading on the New York Stock Exchange) through January 31, 2011, assuming an initial investment of $100. Data for the Standard & Poor's 500 Index and the Nasdaq...

  • Page 34
    ... this Form 10-K. Fiscal Year Ended January 31, (in thousands, except per share data) 2011 2010 2009(3) 2008(3) 2007(3) Consolidated Statement of Operations: Revenues: Subscription and support Professional services and other Total revenues Cost of revenues (1): Subscription and support Professional...

  • Page 35
    ... of Contents (1) Cost of revenues and operating expenses include stock-based expenses, consisting of: Fiscal Year Ended January 31, 2011 2010 2009 2008 2007 Cost of revenues Research and development Marketing and sales General and administrative $ 12,158 18,897 56,451 32,923 $ 12,570 13,129...

  • Page 36
    ... service, delay the customers' purchasing decision or affect renewal rates. To address these factors, we will need to, among other things, continue to add substantial numbers of paying subscriptions, upgrade our customers to fully featured versions such as our Unlimited Edition, provide high...

  • Page 37
    ... our enterprise cloud computing application service, and from customers purchasing additional support beyond the standard support that is included in the basic subscription fee; and (2) related professional services and other revenues consisting primarily of training fees. Subscription and support...

  • Page 38
    ... implementation services and training. Our consulting and implementation engagements are typically billed on a time and materials basis. We also offer a number of classes on implementing, using and administering our service that are billed on a per person, per class basis. Our typical payment terms...

  • Page 39
    ..., integrating acquired technologies, increasing the functionality and enhancing the ease of use of our enterprise cloud computing application service. Our proprietary, scalable and secure multi-tenant architecture enables us to provide all of our customers with a service based on a single version of...

  • Page 40
    ... quarters. Stock-Based Expenses. Our cost of revenues and operating expenses include stock-based expenses related to option and stock awards to employees and non-employee directors. We recognize our share-based payments as an expense in the statement of operations based on their fair values and...

  • Page 41
    ... each contract. Support revenues from customers who purchase our premium support offerings are recognized similarly over the term of the support contract. As part of their subscription agreements, customers generally benefit from new features and functionality with each release at no additional cost...

  • Page 42
    ... employees, the total number of stock awards granted, the fair value of the stock awards at the time of grant, changes in estimated forfeiture assumption rates and the tax benefit that we may or may not receive from stock-based expenses. Additionally, we are required to use an option-pricing model...

  • Page 43
    ... 31, 2011 2010 2009 (1) Revenues: Subscription and support Professional services and other Total revenues Cost of revenues: Subscription and support Professional services and other Total cost of revenues Gross profit Operating expenses: Research and development Marketing and sales General and...

  • Page 44
    ... January 31, 2011 2010 2009 Revenues: Subscription and support Professional services and other Total revenues Cost of revenues: Subscription and support Professional services and other Total cost of revenues Gross profit Operating expenses: Research and development Marketing and sales General and...

  • Page 45
    ... in subscription and support revenues was due primarily to new customers, upgrades and additional subscriptions from existing customers and improved renewal rates as compared to a year ago. The price per user per month for our three primary offerings, Professional Edition, Enterprise Edition and...

  • Page 46
    ...million in employee-related costs, an increase of $5.8 million in stock-based expenses, and an increase of $5.6 million in allocated overhead. We increased our research and development headcount by 47 percent since January 31, 2010 in order to upgrade and extend our service offerings and develop new...

  • Page 47
    ...in employee-related costs, $16.7 million in stock-based expenses, $12.1 million in advertising costs and marketing and event costs, $1.0 million in depreciation and amortization, and $12.6 million in allocated overhead. Our marketing and sales headcount increased by 34 percent since January 31, 2010...

  • Page 48
    ... of a market sourcing approach for service income that will impact us beginning in fiscal 2012. As a result, we re-valued the anticipated future tax effects of our California temporary differences including stock-based compensation and purchased intangibles. Accordingly, we recorded an income...

  • Page 49
    ... between January 31, 2009 and January 31, 2010 in order to upgrade and extend our service offerings and develop new technologies. Marketing and Sales. Fiscal Year Ended January 31, (In thousands) 2010 2009 Variance Dollars Marketing and sales Percent of total revenues $ 605,199 46% 46 $ 534,413...

  • Page 50
    ....7 million in employee-related costs, $3.0 million in stock-based expenses, $4.7 million in infrastructure-related costs, and $10.1 million in professional and outside service costs. Our general and administrative headcount increased by 12 percent between January 31, 2009 and January 31, 2010 as we...

  • Page 51
    ... customer base, increases in the contract values of our subscription service contracts, improving renewal rates and the associated increase in billings and collections. Cash provided by operating activities has historically been affected by: the amount of net income; sales of subscriptions, support...

  • Page 52
    ... options and $36.0 million of excess tax benefits from employee stock plans, offset by the $172.0 million in purchases of Salesforce Japan shares held by others and $10.4 million of principal payments on capital leases. In January 2010, we issued $575.0 million of 0.75% convertible senior notes due...

  • Page 53
    ...use of the relative selling price method to allocate the entire arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for us at the start of fiscal 2012. We believe the future impact of this new accounting...

  • Page 54
    ...months. Additionally, by policy, we do not enter into any hedging contracts for trading or speculative purposes. Interest rate sensitivity We had cash, cash equivalents and marketable securities totaling $1.4 billion at January 31, 2011. This amount was invested primarily in money market funds, time...

  • Page 55
    ... on the closing trading price per $100 of the Notes as of the last day of trading for the fourth quarter of fiscal 2011, which was $164.55. We have an investment portfolio that includes strategic investments in public and privately-held companies, many of which are in the development stage. When...

  • Page 56
    Table of Contents ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS The following financial statements are filed as part of this Annual Report on Form 10-K: Page No. Reports of Ernst & Young LLP, Independent Registered Public Accounting ...

  • Page 57
    ...in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), salesforce.com, inc.'s internal control...

  • Page 58
    ...accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight...

  • Page 59
    Table of Contents salesforce.com, inc. Consolidated Balance Sheets (in thousands, except share and per share data) January 31, 2011 January 31, 2010 Assets Current assets: Cash and cash equivalents $ 424,292 $1,011,306 Short-term marketable securities 72,678 230,659 Accounts receivable, net of ...

  • Page 60
    Table of Contents salesforce.com, inc. Consolidated Statements of Operations (in thousands, except per share data) Fiscal Year Ended January 31, 2011 2010 2009 Revenues: Subscription and support Professional services and other Total revenues Cost of revenues (1): Subscription and support ...

  • Page 61
    ..., year ended January 31, 2010 0 Balances at January 31, 2010 127,152,449 Exercise of stock options and stock grants to board members for 4,697,518 board services Vested restricted stock units converted to shares 1,071,180 Tax benefits from employee stock plans 0 Stock-based expenses 0 Purchase of...

  • Page 62
    ... costs Amortization of deferred commissions Expenses related to stock-based awards Excess tax benefits from employee stock plans Loss on securities Changes in assets and liabilities: Accounts receivable, net Deferred commissions Prepaid expenses and other current assets Other assets Accounts...

  • Page 63
    ... of Business and Significant Accounting Policies Description of Business salesforce.com, inc. (the "Company") is a leading provider of enterprise cloud computing applications. The Company provides a comprehensive customer and collaboration relationship management ("CRM") service to businesses of all...

  • Page 64
    ... market value. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is also included as a component of investment income. Fair Value Measurement The Company reports its financial and non-financial assets and liabilities...

  • Page 65
    ... contracts are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company established a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Level 2. Level...

  • Page 66
    ..., 2011. These liabilities consist of the Company's contingent considerations related to acquisitions. During fiscal 2011, the Company recorded the fair value of the Company's contingent considerations using a discounted cash flow model (in thousands): Balance at February 1, 2010 Additions Balance at...

  • Page 67
    ... the exchange rate risk associated primarily with intercompany receivables and payables. The Company's program is not designated for trading or speculative purposes. As of January 31, 2011 and 2010 the foreign currency derivative contracts that were not settled are recorded at fair value on the...

  • Page 68
    ... over the useful life of the related asset. Interest costs of $3.7 million related to the buildings and improvements and $0.3 million related to the Company's capitalized internal-use software development efforts were capitalized in fiscal 2011. No interest costs were capitalized in fiscal 2010. 65

  • Page 69
    ... during fiscal 2011, 2010, and 2009. Capitalized Software Costs For its website development costs and the development costs related to its enterprise cloud computing services, the company capitalizes costs incurred during the application development stage. Costs related to preliminary project...

  • Page 70
    ... its enterprise cloud computing application service, and from customers purchasing additional support beyond the standard support that is included in the basic subscription fee; and (2) related professional services and other revenue. "Other revenue" consists primarily of training fees. The Company...

  • Page 71
    ..., 2011 and 2010, related to deferred professional services revenue. Deferred Commissions Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company's direct sales force. 68

  • Page 72
    ... grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share: 2011 2010 2009 Volatility Estimated life Weighted-average risk-free interest rate Dividend yield Weighted-average fair value per share of grants 45 - 50...

  • Page 73
    ... life of its option grants. During fiscal 2011 and 2010, the Company capitalized $2.6 million and $2.4 million, respectively, of stock based expenses related to capitalized internal-use software development and deferred professional services costs. During fiscal 2011, the Company recognized stock...

  • Page 74
    ... of accounting, and 2) requires the use of the relative selling price method to allocate the entire arrangement consideration. In addition, the guidance also expands the disclosure requirements for revenue recognition. ASU 2009-13 will be effective for the Company at the start of fiscal 2012. The...

  • Page 75
    ... Company expects to receive the full principal and interest on all of these marketable securities. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of January 31, 2011 2010 Deferred professional services costs Prepaid...

  • Page 76
    ... in San Francisco, California, including entitlements and improvements associated with the land, and perpetual parking rights in an existing garage for approximately $278.0 million in cash. The Company plans to use the land to build a new global headquarters. During fiscal 2011, the Company recorded...

  • Page 77
    ... (in thousands): As of January 31, 2011 2010 Deferred professional services costs, noncurrent portion Long-term deposits Purchased intangible assets, net of accumulated amortization of $9,868 and $5,694, respectively Aquired intellectual property, net of accumulated amortization of $746 and...

  • Page 78
    ...consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sales price of the Company's common stock for such trading day is greater than or equal to 130% of the applicable conversion price on such trading day share of common stock on...

  • Page 79
    ...table sets forth total interest expense recognized related to the Notes prior to capitalization of interest (in thousands): Fiscal Year Ended January 31, 2011 2010 Contractual interest expense Amortization of debt issuance costs Amortization of debt discount Effective interest rate of the liability...

  • Page 80
    ...year end; (ii) a fixed number of shares; or (iii) a lesser number of shares set by the Company's Board of Directors, all as specified in the respective plans. The expiration of the 1999 Stock Option Plan in fiscal 2010 did not affect awards outstanding, which continue to be governed by the terms and...

  • Page 81
    ... intrinsic value is the difference of the current market value of the stock and the exercise price of the stock option. The weighted-average remaining contractual life of vested and expected to vest options is approximately 3.3 years. As of January 31, 2011, options to purchase 4,340,782 shares were...

  • Page 82
    ... year 2011 and 2010, certain board members received stock grants totaling 48,000 shares of common stock, respectively for board services pursuant to the terms described in the 2004 Outside Directors Stock Plan. The expense related to these awards, which was expensed immediately at the time of the...

  • Page 83
    ...the Company's CRM applications and enterprise cloud platform with Jigsaw's cloud-based model for the automation of acquiring, completing and cleansing business contact data. The Company has included the financial results of Jigsaw in the consolidated financial statements from the date of acquisition...

  • Page 84
    ... of Contents The following table sets forth the components of intangible assets acquired in connection with the Jigsaw acquisition: (in thousands) Fair value Useful Life Developed service technology and database Customer relationships Trade name and trademark Total intangible assets subject to...

  • Page 85
    ...vendors ("ISVs") who are building applications in the cloud using the Ruby language. Additionally, the goodwill balance also reflects the value of expanded market share opportunities that are expected to occur when combining the Company's cloud platform with Heroku's platform and enhancing the joint...

  • Page 86
    ...acquisitions described above as of January 31, 2011 are as follows (in thousands): Net Gross Fair Value Accumulated Amortization Book Value Weighted Average Remaining Useful Life Acquired developed technology Customer relationships Trade name and trademark... Ended January 31, 2011 2010 2009 Current:...

  • Page 87
    ...and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows (in thousands): As of January 31, 2011 2010 Deferred tax assets: Net operating loss carryforwards Deferred stock...

  • Page 88
    ... years after 2004. During the fiscal year ended January 31, 2011, the National Tax Agency of Japan completed the examination of the Company's fiscal 2010 tax return for Japan. No material adjustment was made as a result of the examination. Management does not believe that it is reasonably possible...

  • Page 89
    ... letters of credit renew annually and mature at various dates through September 2021. Leases The Company leases office space and equipment under non-cancelable operating and capital leases with various expiration dates. As of January 31, 2011, the future minimum lease payments under non-cancelable...

  • Page 90
    Table of Contents Many of the Company's subscription agreements require the Company to indemnify its customers for third-party intellectual property infringement claims, which could increase the cost to the Company of an adverse ruling on such a claim. Any adverse determination related to ...

  • Page 91
    ... financial information for fiscal 2011 and 2010 is as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Fiscal Year (in thousands, except per share data) Fiscal 2011 Revenues Gross profit Income (loss) from operations Net income attributable to salesforce.com Basic net income per share...

  • Page 92
    ...their costs. Based on management's evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that...

  • Page 93
    ... Contents (d) Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no...

  • Page 94
    ... by contacting Investor Relations, salesforce.com, inc., The Landmark @ One Market, Suite 300, San Francisco, California 94105 or by calling (415) 901-7000. We plan to post on our Web site at the address described above any future amendments or waivers of our Code of Conduct. ITEM 11. EXECUTIVE...

  • Page 95
    ... as part of this Annual Report on Form 10-K. (c) Financial Statement Schedules. salesforce.com, inc. Schedule II Valuation and Qualifying Accounts Balance at Beginning of Year Description Additions Deductions Write-offs Balance at End of Year Fiscal year ended January 31, 2011 Allowance...

  • Page 96
    ... requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 23, 2011 salesforce.com, inc. /s/ GRAHAM SMITH Graham Smith Chief Financial Officer (Principal...

  • Page 97
    ... Association, dated as of January 19, 2010 including the form of 0.75% Convertible Senior Notes due 2015 therein Form of Indemnification Agreement between salesforce.com, inc. and its officers and directors 1999 Stock Option Plan, as amended 2004 Equity Incentive Plan, as amended 2004 Employee Stock...

  • Page 98
    ... the Company's Form 10-K for the annual period ended January 31, 2010 as filed with the Securities and Exchange Commission on March 11, 2010. The financial information contained in these XBRL documents is unaudited and these are not the official publicly filed financial statements of salesforce.com...

  • Page 99
    ... services as Outside Directors of the Company and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock, and Restricted Stock Units. 1.3 Term...

  • Page 100
    ... of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the New York Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such...

  • Page 101
    ..., the Fair Market Value of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse. (n) "Inside Director" means a director who is an Employee. (o) "Officer" means any person designated by the...

  • Page 102
    ... of the Plan to receive a share of Stock on a date determined in accordance with the provisions of Section 9 and the Participant's Award Agreement. (z) "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation. (aa) "Securities Act" means...

  • Page 103
    ... Market Value of shares of Stock or other property; (d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant...

  • Page 104
    ..., such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 4. SHARES SUBJECT TO PLAN. 4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may...

  • Page 105
    ...number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Such Award Agreements 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 and those terms and conditions set...

  • Page 106
    ...a fully executed Award Agreement. Award Agreements 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: 7.1 Exercise Price. The exercise price for each Option shall be the Fair Market Value of a share of Stock on...

  • Page 107
    ... be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. (b) Limitations on Forms of Consideration. (i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares...

  • Page 108
    ...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...

  • Page 109
    ... 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...

  • Page 110
    ... the following terms and conditions: 9.1 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for...

  • Page 111
    ...all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award. 9.4 Effect of Termination of Service. Unless otherwise provided by the Board in the grant of a Restricted Stock Unit Award and set forth in...

  • Page 112
    ... the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. -14-

  • Page 113
    ... multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 11.2 Effect of Change in Control on Options. (a) Accelerated Vesting. Notwithstanding any other provision of the Plan to...

  • Page 114
    ...iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the "Spread"). In the event such...

  • Page 115
    ... of the Participating Company Group. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. 14. AMENDMENT OR TERMINATION OF PLAN. The Board may...

  • Page 116
    ...for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The...

  • Page 117
    ... interest in any Participant or the Participant's creditors in any assets of any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan. -19-

  • Page 118
    ... things, the number of subscriptions ordered, the subscription term and the applicable fees. "Service" means the editions specified in Exhibit A hereto of the online, Web-based application provided by SFDC via http:// www.salesforce.com and/or other designated websites, including associated offline...

  • Page 119
    ... a written agreement with Reseller containing the end user subscription terms set forth in Exhibit B, before an order for that Customer is submitted to SFDC. One Edition per Customer Contract. Reseller shall not permit any Customer to subscribe to more than one edition of the Service (for example...

  • Page 120
    ... activate all SFDC approved orders received by 5:00 p.m. San Francisco time on an SFDC business day, by 5:00 p.m. San Francisco time on the second SFDC business day thereafter. User Subscription Duration and Renewal. User subscriptions sold by Reseller under new contracts with Customers must be for...

  • Page 121
    ...of Customer support cases to SFDC is critical to SFDC's ability to timely provide Support to Users. (a) (b) Basic Support. SFDC shall provide all Basic Support to Customers and their Users as set forth at http://www.salesforce.com/services-training/ customer-support/basic/. Upgraded Support Packages...

  • Page 122
    ...individual Reseller consultants are valid only during the term of this Agreement. 10. Records (a) Recordkeeping. Reseller shall maintain adequate books and records in connection with its activities hereunder. Such records shall include invoicing, payment and other financial records associated with...

  • Page 123
    ... to the extent of any material breach by the applicable Customer of its payment obligations for the Service or the End User Subscription Terms in Exhibit B, at SFDC's sole option it may immediately terminate such Customer or Legacy Order. Additionally, SFDC shall have the option of assuming the...

  • Page 124
    .... Reseller agrees to enforce the terms of its resale agreements with Customer as required by this Agreement and to notify SFDC of any known breach of such terms. Reseller shall, at its own expense, defend SFDC and its affiliates, directors, officers and employees ("SFDC Indemnified Parties") against...

  • Page 125
    ... use the name, logo, trademarks and service marks ("Trademarks") of the other party subject to the other party's usage policies or prior approval, solely for purposes related to the performance of this Agreement. Notwithstanding the foregoing, each party reserves the right to require prior written...

  • Page 126
    ...employee-employer relationship is created by this Agreement. Notices. All required or permitted notices and consents must be in writing and sent to the addressee at the address set forth above, or such address as the parties may specify in writing from time to time, and must be delivered by personal...

  • Page 127
    ... be signed in counterparts, which together shall constitute one agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. SALESFORCE.ORG Signature: /s/ Suzanne Dibianca Print Name: Suzanne Dibianca Title: President Date: January 30, 2009 SALESFORCE.COM, INC...

  • Page 128
    ..., set forth the terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. We look forward to working with you at Salesforce.com...

  • Page 129
    ...without cause after his first 12 months of employment with salesforce.com, he will receive 18 months of his base salary. N/A This schedule sets forth the material terms of the offer letters and compensation packages with certain executive officers of salesforce.com, inc. The form is filed herewith.

  • Page 130
    ...JOINT ESCROW INSTRUCTIONS [ Mission Bay Blocks 33 and 34 ] This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 21st day of October, 2010, by and between ARE-SAN FRANCISCO NO. 22, LLC, a Delaware limited liability company ("Seller"), and...

  • Page 131
    ... limited liability company ("ARE-SF 16"), ARE-San Francisco No. 19, LLC, a Delaware limited liability company ("ARE-SF 19"), ARE-San Francisco No. 26, LLC, a Delaware limited liability company, and ARE-San Francisco No. 36, LLC, a Delaware limited liability company. 1.12 "ARE Properties" means...

  • Page 132
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.13 "As an example only" is intended solely to introduce descriptive illustrations for purposes of clarifying the possible applications of specific...

  • Page 133
    ...A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.22 "Buyer's Address" means: Bay Jacaranda No. 3334, LLC c/o salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, California 94105 Attention: General Counsel Re: Mission Bay...

  • Page 134
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.29 "CFD Assessments" means the special taxes (i) to be levied on the Land (and other property in the Mission Bay Development Area) in accordance with the terms and conditions of the "Rate and...

  • Page 135
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.42 "Covered Work" has the meaning set forth in the Project Labor Agreement. 1.43 "Current Tax Period" means the fiscal year...

  • Page 136
    ... non-foreign status, in the form attached hereto as Exhibit F-2. 1.58 "FOCIL" means FOCIL-MB, LLC, a Delaware limited liability company. As of the Effective Date, FOCIL is the Master Developer and the Infrastructure Developer. 1.59 "Gladstone Property" means that certain real property located in the...

  • Page 137
    ... in accordance with the South Infrastructure Plan or the South Scope of Development. 1.67 "Infrastructure CFD" means Redevelopment Agency of the City and County of San Francisco Community Facilities District No. 6 (Mission Bay South Public Improvements). 1.68 "Infrastructure CFD Bonds" means...

  • Page 138
    ... Costs" has the meaning set forth in Paragraph 25 below. 1.78 "Life Science Uses" means life sciences, biotechnology, biomedical, or similar research facility uses. 1.79 "Maintenance CFD" means Redevelopment Agency of the City and County of San Francisco Community Facilities District No. 5 (Mission...

  • Page 139
    ... designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.83 "Mission Bay Development Area" means that certain real property located in the City and County of San Francisco and generally bounded by Townsend Street, Third Streets...

  • Page 140
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.98 "PILOT Agreement" has the meaning set forth in Paragraph 28.8.1 below. 1.99 "Pro Forma Policy" has the meaning set forth in Section...

  • Page 141
    ... has been filed separately with the Securities and Exchange Commission. 1.111 "Release Exception Claims" has the meaning set forth in Paragraph 18.3 below. 1.112 "Risk Management Plan" and "RMP" mean the Risk Management Plan dated May 11, 1999, for the Mission Bay Area, San Francisco, California, as...

  • Page 142
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. With a copy to: ARE-San Francisco No. 22, LLC c/o Alexandria Real Estate Equities, Inc. 1700 Owens Street, Suite 590 San Francisco, California 94158...

  • Page 143
    ... as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.129 "South Project Area" means the area located in the City and County of San Francisco that is the subject of the South OPA. 1.130 "South Redevelopment Plan" mean the Mission Bay...

  • Page 144
    ... acquired the Land and certain entitlements. 2. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for the Purchase Price and upon the terms and conditions set forth in this Agreement. Simultaneously with the delivery of the Deposit...

  • Page 145
    ... provided otherwise in this Agreement. 3.3 Closing Funds. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Buyer shall deliver the Purchase Price Balance or cause the Purchase Price Balance to be delivered...

  • Page 146
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. of Buyer's share of closing costs, prorations, and charges payable pursuant to this Agreement, also in Immediately Available Funds. 4. Escrow...

  • Page 147
    ... available to Buyer) a current standard preliminary title report for the Land issued by the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report. Buyer, in its sole discretion and at its sole cost and expense, also may order...

  • Page 148
    ... Industrial use other than Life Science Uses. In addition, nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer...

  • Page 149
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Entitlements (including any placement and/or separation restrictions applicable to Towers contained in the South Design for Development), and (y) the...

  • Page 150
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. responsible for the costs of constructing such Infrastructure to the extent such costs do not exceed the costs that would have been incurred in constructing the public...

  • Page 151
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10. Conditions To Close of Escrow. 10.1 Conditions To Buyer's Obligations. Buyer's obligation to purchase the Property is subject to the...

  • Page 152
    ... instruments and documents as may be required by the terms of this Agreement (including, but not limited to, Buyer's Closing Conditions and/or Seller's Closing Conditions). 12. Deposits By Buyer. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than...

  • Page 153
    .... Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 12.5 Agreement Regarding Construction Obligations. Two (2) original counterparts of the Agreement Regarding Construction Obligations, duly executed by Buyer...

  • Page 154
    ... has been filed separately with the Securities and Exchange Commission. 14. Prorations. The following prorations shall be made between Seller and Buyer on the Close of Escrow, computed as of the Close of Escrow: 14.1 Taxes and Assessments. General and special real and personal property taxes and...

  • Page 155
    ... omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. accurate information becomes available and either Party shall be entitled to an adjustment to...

  • Page 156
    ... Risk Management Plan, or any Applicable Laws, and no claim based on any such violation, breach, or default is currently being asserted or pursued or, to Seller's knowledge, currently being threatened. 16.6 Files and Documents. To Seller's knowledge, Seller has delivered or made available to Buyer...

  • Page 157
    ... is a publicly traded company) currently are (a) in compliance with (and shall at all times during the term of this Agreement remain in compliance with) the OFAC Rules, (b) not listed on (and shall not during the term of this Agreement be listed on) the Blocked Persons List, and (c) not a person or...

  • Page 158
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. bound, (c) any applicable regulation of any Governmental Authority, or (d) any judgment, order, or decree of any court having jurisdiction over Buyer. 17.4 OFAC. Buyer and all beneficial owners...

  • Page 159
    ... Party in connection with the transactions contemplated in this Agreement; (ii) any intentional, reckless, or grossly negligent failure or refusal by any Seller Party to deliver or make available to Buyer any files or documents relating to the Property in Seller's possession or control that could...

  • Page 160
    ...as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. BUYER HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH BELOW: "A GENERAL RELEASE DOES...

  • Page 161
    ...are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. AGREEMENT, THEN... BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. THE PAYMENT OF THE DEPOSIT (EXCLUSIVE OF ANY...

  • Page 162
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 20. BUYER'S REMEDIES. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE...

  • Page 163
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. overnight courier, the date of delivery to the address of the Party to receive such Notice, (b) if mailed, the date of delivery as shown...

  • Page 164
    ...Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. prevailed in any such action or proceeding (without limiting the generality of the foregoing) if such action or proceeding is dismissed upon the payment by the...

  • Page 165
    ... an event or delay may have a material adverse effect on the timely development of other portions of the South Project Area. In order to allocate the burdens of such a material adverse effect, Master Developer and Seller executed, delivered, and recorded the Existing Construction Agreement, which...

  • Page 166
    .... Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Escrow, the Parties shall reasonably negotiate between themselves as to the terms and conditions of an agreement (the "Agreement Regarding Construction...

  • Page 167
    ... of the Property. The Owner will provide notice of the transfer and a map of the Mission Bay Development Area that delineates the parcel transferred to both the Board and the San Francisco Department of Public Health within 30 days after the transfer." 28.5 San Francisco Soils Analysis Disclosure...

  • Page 168
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. and become a party to the Project Labor Agreement through the execution and delivery of a Successor Project Labor...

  • Page 169
    ... Agreement to any entity for a Tax Exempt Use. For purposes hereof, the term "Base Year Value" means the aggregate assessed value of property within the South Project Area on the assessment roll last equalized prior to the effective date of the ordinance adopting the Redevelopment Plan, and the term...

  • Page 170
    ... at San Francisco Administrative Code Sections 83.1-83.1(8). The FSHP is designed to identify entry-level positions associated with employees engaged in construction work for certain commercial development projects and to provide first interview opportunity to graduates of city-sponsored training...

  • Page 171
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. discrimination against or segregation of persons or groups of persons or any employee or applicant for employment on account of race, color...

  • Page 172
    ...are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (e) The Close of Escrow shall not be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms...

  • Page 173
    ... as may be required in order to consummate the purchase and sale of the Property and shall use good faith efforts to accomplish the Close of Escrow in accordance with the provisions hereof. 31.4 Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision...

  • Page 174
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 31.12 Fees and Other Expenses. Except as may be expressly provided otherwise in this Agreement, each Party shall pay its own fees and expenses in connection with...

  • Page 175
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Agreement, the Inspection Agreement, and the CNDA. No subsequent agreement, representation, or promise made by either Party, or by or to an employee, officer, agent...

  • Page 176
    ...as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above. "Seller" ARE-SAN FRANCISCO NO. 22, LLC, a Delaware limited liability company By...

  • Page 177
    ... prior written notice of such required disclosure in order to permit such parties to seek confidential treatment of, or a protective order preventing or limiting the disclosure or use of, the information to be disclosed. Dated: October , 2010 FIRST AMERICAN TITLE INSURANCE COMPANY By: Print Name...

  • Page 178
    ...the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 1 BUYER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 1 shall...

  • Page 179
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (ii) to give Property Owner the right to Convey to any Other SFDC Owner any part of the Acquired Square Footage...

  • Page 180
    ...are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have attached to or been issued with respect to any portion of the Property...

  • Page 181
    ... confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 2 SELLER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 2 shall...

  • Page 182
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 6. Construction Obligations. Seller and Buyer shall have agreed to the terms and conditions of the Agreement Regarding Construction Obligations. 7. Infrastructure CFD...

  • Page 183
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of San Francisco, County of San Francisco, State of California, described...

  • Page 184
    ... OFFICE OF SUCH RECORDER. ASSESSOR'S PARCEL NUMBER: LOT 001, BLOCK 8725 (A PORTION) PARCEL TWO: THAT CERTAIN REAL PROPERTY DESCRIBED IN THAT CERTAIN QUITCLAIM DEED DATED NOVEMBER 5, 2002, EXECUTED BY THE CITY AND COUNTY OF SAN FRANCISCO, A CHARTER CITY AND COUNTY, TO CATELLUS DEVELOPMENT CORPORATION...

  • Page 185
    ...subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1) NORTH 86 DEG. 49'... 31.06 FEET, TO THE POINT OF BEGINNING. ASSESSOR'S PARCEL NUMBER: LOT 004, BLOCK 8725 EXHIBIT A -3-

  • Page 186
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT B DEVELOPMENT ENTITLEMENTS The following constitute the Development Entitlements: 1. The Final Mission Bay Subsequent Environmental Impact Report certified...

  • Page 187
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10. The Covenant and Environmental Restriction on Property made for the benefit of the Regional Board by the City and by the City, acting by and through the San Francisco Port Commission, dated...

  • Page 188
    ... the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 BUYER'S CLOSING CONDITIONS SELLER'S CLOSING CONDITIONS

  • Page 189
    ... DEVELOPMENT ENTITLEMENTS PERMITTED ENCUMBRANCES PRO FORMA POLICY FORM OF ASSIGNMENT OF SOUTH OPA FORM OF ASSIGNMENT OF INFRASTRUCTURE RIGHTS FORM OF CALIFORNIA AFFIDAVIT FORM OF FIRPTA CERTIFICATE IDENTIFICATION OF ENVIRONMENTAL REPORT(S) FORM OF GRANT DEED SUMMARY OF ARTICLE 22A OF SAN FRANCISCO...

  • Page 190
    ... INSTRUCTIONS [ Mission Bay Blocks 29, 30, 31, and 32 ] This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 21st day of October, 2010, by and between ARE-SAN FRANCISCO NO. 16, LLC, a Delaware limited liability company ("Seller"), and...

  • Page 191
    ...to time. 1.12 "ARE Office Authorizations" means the Office Authorizations allocated to the ARE Properties under the ARE Office Space District. 1.13 "ARE Office Space District" means the "Alexandria Mission Bay Life Sciences and Technology Development District" created by Motion 17709 of the Planning...

  • Page 192
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.14 "ARE Owners" means Seller, ARE-San Francisco No. 15, LLC, a Delaware limited liability company ("ARE-SF 15"), ARE-San Francisco No. 19, LLC...

  • Page 193
    ...' shareholders, members, constituent partners, directors, officers, and employees. 1.32 "Buyer's Address" means: Bay Jacaranda No. 2932, LLC c/o salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, California 94105 Attention: General Counsel Re: Mission Bay (Blocks 29-32...

  • Page 194
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. With a copy to: Bay Jacaranda No. 2932, LLC c/o salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, California 94105 Attention...

  • Page 195
    ... Grant Deed in the Official Records. 1.46 "Closing Date" means the date on which the Close of Escrow occurs. 1.47 "CLTA Policy" means a California Land Title Association standard coverage owner's policy of title insurance, in the current form used by the Title Company. 1.48 "CNDA" means that certain...

  • Page 196
    ..., plans, risk management plans, recorded property covenants, and/or restrictions, permits, or permit conditions currently existing relating to the environment or to any Hazardous Materials (including, without limitation, the Risk Management Plan and the Environmental Covenant) that are applicable to...

  • Page 197
    ... non-foreign status, in the form attached hereto as Exhibit F-2. 1.71 "FOCIL" means FOCIL-MB, LLC, a Delaware limited liability company. As of the Effective Date, FOCIL is the Master Developer and the Infrastructure Developer. 1.72 "Gladstone Property" means that certain real property located in the...

  • Page 198
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.80 "Infrastructure CFD" means Redevelopment Agency of the City and County of San Francisco Community Facilities District No. 6 (Mission Bay South Public Improvements...

  • Page 199
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.91 "Life Science Uses" means life sciences, biotechnology, biomedical, or similar research facility uses. 1.92 "Maintenance CFD" means Redevelopment Agency of...

  • Page 200
    ... filed separately with the Securities and Exchange Commission. 1.102 "Office Program" means the annual office limitation program set forth in Sections 321 and 322 of the City's Planning Code. 1.103 "Official Records" means the Official Records of the Recorder of the City and County of San Francisco...

  • Page 201
    ... [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.113 "Other SFDC Square Footage" means the square footage of gross (commercial) floor area that Buyer or any Other SFDC Owner has the right to develop on any Other SFDC Property. 1.114...

  • Page 202
    ... of San Francisco. 1.128 "Release Exception Claims" has the meaning set forth in Paragraph 18.3 below. 1.129 "Risk Management Plan" and "RMP" mean the Risk Management Plan dated May 11, 1999, for the Mission Bay Area, San Francisco, California, as the same may be amended from time to time (approved...

  • Page 203
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. With a copy to: ARE-San Francisco No. 16, LLC c/o Alexandria Real Estate Equities, Inc. 1700 Owens Street, Suite 590 San Francisco, California 94158...

  • Page 204
    ... as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.144 "South Project Area" means the area located in the City and County of San Francisco that is the subject of the South OPA. 1.145 "South Redevelopment Plan" mean the Mission Bay...

  • Page 205
    ... CLDC, as assignor, and FOCIL, as assignee. 2. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for the Purchase Price and upon the terms and conditions set forth in this Agreement. Simultaneously with the delivery of the Deposit...

  • Page 206
    ... Work and to review Seller's files regarding the Property, and is independent of any other consideration or payment provided for in this Agreement. The Independent Consideration shall be non-refundable, and shall not be applied to the Purchase Price upon the Close of Escrow. 3. Payment of Purchase...

  • Page 207
    ... complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 3.3 Closing Funds. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Buyer shall deliver the Purchase Price...

  • Page 208
    ... available to Buyer) a current standard preliminary title report for the Land issued by the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report. Buyer, in its sole discretion and at its sole cost and expense, also may order...

  • Page 209
    ... Industrial use other than Life Science Uses. In addition, nothing in this Agreement shall be deemed, construed, or interpreted to prevent Buyer from applying to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. In the event Buyer...

  • Page 210
    ... securing additional Office Authorizations through the Office Program. The Conveyance of any square footage or Towers to the Property Owner, and the development of any such square footage or Towers on the Land, shall be subject to (x) compliance with all applicable requirements and/or procedures set...

  • Page 211
    ...[***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 7.2 Entitlement Implementation - Before Close of Escrow. Before the Close of Escrow, Buyer shall have the right, subject to the limitations set forth below, to begin any process necessary...

  • Page 212
    ... designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10.3 Failure of Conditions. 10.3.1 Failure of Buyer's Conditions. If any of Buyer's Closing Conditions is not either fully satisfied or waived in writing before the Close...

  • Page 213
    ... instruments and documents as may be required by the terms of this Agreement (including, but not limited to, Buyer's Closing Conditions and/or Seller's Closing Conditions). 12. Deposits By Buyer. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than...

  • Page 214
    ... information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. CLTA Policy, (c) the cost of any endorsements to the Title Policy that may be necessary to insure over any...

  • Page 215
    ...to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 14.2 Revenues. Revenues and other income (if any) from the Land shall be prorated as of the Closing Date to the extent actually...

  • Page 216
    ...the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Obligations, one (1) original of the Infrastructure CFD Bond Disclosure Assumption Agreement, the original FIRPTA Certificate, and...

  • Page 217
    ...the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. offer to third parties to purchase or otherwise acquire an interest in the Property that will survive the Close of Escrow. 16.5 No...

  • Page 218
    ...designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 17.2 Authority. Buyer has the legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated in this Agreement. The execution...

  • Page 219
    ...designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. respect to the Property, or with respect to the accuracy, completeness, or relevancy of any such documents, except as expressly set forth in Paragraph 16 above. 18.3 Release...

  • Page 220
    ... [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. acquires the Property, then Seller shall have no liability or obligation with respect to such specific Release Exception Claim, which shall be deemed released by Buyer upon the Close of...

  • Page 221
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH...

  • Page 222
    ...request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY...

  • Page 223
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT...

  • Page 224
    ... the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. or facsimile also must be personally delivered or sent by reputable overnight courier service (in accordance with this Paragraph...

  • Page 225
    ...for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. in the following: (a) post judgment motions...

  • Page 226
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Property, and (b) a written non-disclosure agreement that contains confidentiality and non-disclosure provisions substantially...

  • Page 227
    ... the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 28.3 Oil Company Agreements. Buyer acknowledges that the Land is subject to the Oil Company Agreements, which, among other things...

  • Page 228
    ... of the Property. The Owner will provide notice of the transfer and a map of the Mission Bay Development Area that delineates the parcel transferred to both the Board and the San Francisco Department of Public Health within 30 days after the transfer." 28.6 San Francisco Soils Analysis Disclosure...

  • Page 229
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. and become a party to the Project Labor Agreement through the execution and delivery of a Successor Project Labor...

  • Page 230
    ... at San Francisco Administrative Code Sections 83.1-83.1(8). The FSHP is designed to identify entry-level positions associated with employees engaged in construction work for certain commercial development projects and to provide first interview opportunity to graduates of city-sponsored training...

  • Page 231
    ..., survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; (e) The Close of Escrow shall not be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of...

  • Page 232
    ... as may be required in order to consummate the purchase and sale of the Property and shall use good faith efforts to accomplish the Close of Escrow in accordance with the provisions hereof. 31.4 Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision...

  • Page 233
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 31.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed...

  • Page 234
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 31.15 Independent Counsel. Buyer and Seller each acknowledge that: (a) they have been represented by independent counsel in connection with this Agreement; (b) they have executed this Agreement...

  • Page 235
    ...as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above. "Seller" ARE-SAN FRANCISCO NO. 16, LLC, a Delaware limited liability company By...

  • Page 236
    ... prior written notice of such required disclosure in order to permit such parties to seek confidential treatment of, or a protective order preventing or limiting the disclosure or use of, the information to be disclosed. Dated: October , 2010 FIRST AMERICAN TITLE INSURANCE COMPANY By: Print Name...

  • Page 237
    ...the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 1 BUYER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 1 shall...

  • Page 238
    ...to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Acquired Square Footage (or any part of the Other SFDC Square Footage previously Conveyed to Property Owner), (iii) to give any...

  • Page 239
    ... herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 13. No Moratoria. No moratorium, statute, regulation, ordinance, or federal, state, or...

  • Page 240
    ... confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 2 SELLER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 2 shall...

  • Page 241
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 6. Infrastructure Rights. Buyer shall have provided to Seller and/or the Infrastructure Developer any information, agreements, and/or undertakings...

  • Page 242
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Real property in the City of San Francisco, County of San Francisco, State of California, described...

  • Page 243
    ... OFFICE OF SUCH RECORDER. ASSESSOR'S PARCEL NUMBER: LOT 001, BLOCK 8722 (A PORTION) PARCEL TWO: THAT CERTAIN REAL PROPERTY DESCRIBED IN THAT CERTAIN QUITCLAIM DEED DATED NOVEMBER 5, 2002, EXECUTED BY THE CITY AND COUNTY OF SAN FRANCISCO, A CHARTER CITY AND COUNTY, TO CATELLUS DEVELOPMENT CORPORATION...

  • Page 244
    ...designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IN BOOK Z OF MAPS, PAGES 97-119, IN THE OFFICE OF THE RECORDER OF THE CITY AND COUNTY OF SAN FRANCISCO... THREE (3) COURSES: 1) NORTH...NUMBER: LOT 008, BLOCK 8722 EXHIBIT A -3-

  • Page 245
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT B DEVELOPMENT ENTITLEMENTS The following constitute the Development Entitlements: 1. The Final Mission Bay Subsequent Environmental Impact Report certified...

  • Page 246
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10. The Covenant and Environmental Restriction on Property made for the benefit of the Regional Board by the City and by the City, acting by and through the San Francisco Port Commission, dated...

  • Page 247
    ... the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 BUYER'S CLOSING CONDITIONS SELLER'S CLOSING CONDITIONS

  • Page 248
    ... DEVELOPMENT ENTITLEMENTS PERMITTED ENCUMBRANCES PRO FORMA POLICY FORM OF ASSIGNMENT OF SOUTH OPA FORM OF ASSIGNMENT OF INFRASTRUCTURE RIGHTS FORM OF CALIFORNIA AFFIDAVIT FORM OF FIRPTA CERTIFICATE IDENTIFICATION OF ENVIRONMENTAL REPORT(S) FORM OF GRANT DEED SUMMARY OF ARTICLE 22A OF SAN FRANCISCO...

  • Page 249
    ... INSTRUCTIONS [ 1455 Third Street and 1515 Third Street ] This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of this 21st day of October, 2010, by and between ARE-SAN FRANCISCO NO. 19, LLC, a Delaware limited liability company ("Seller"), and...

  • Page 250
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. A G R E E M E N T: 1. Certain Basic Definitions. For purposes of this Agreement, the following terms shall have the following definitions: 1.1 "455 MBBS Building" means the office / laboratory...

  • Page 251
    ...the design and construction of the 1515 Improvements. As of the date of this Agreement, Seller estimates that such 1515 Development Costs exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). 1.22 "1515 Improvements" means the 1515 Building and related improvements that Seller planned to...

  • Page 252
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.24 "1515 Permits" means the permits, licenses, or approvals (if any) issued by any agency or department of the City or by...

  • Page 253
    ..." means the "Alexandria Mission Bay Life Sciences and Technology Development District" created by Motion 17709 of the Planning Commission of the City's Planning Department for purposes of allocating Office Authorizations to the ARE Properties. 1.39 "ARE Owners" means Seller, ARE-San Francisco No. 15...

  • Page 254
    ...1.49 "Assignment of 1515 Permits" has the meaning set forth in Paragraph 10.6 below. 1.50 "Assignment of Infrastructure Rights" means that certain Limited Assignment and Assumption of Agreement of Purchase and Sale in substantially the form attached hereto as Exhibit E (subject to such modifications...

  • Page 255
    ...' shareholders, members, constituent partners, directors, officers, and employees. 1.61 "Buyer's Address" means: Bay Jacaranda No. 2627, LLC c/o salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, California 94105 Attention: General Counsel Re: Mission Bay (Blocks 26-27...

  • Page 256
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. With a copy to: Bay Jacaranda No. 2627, LLC c/o salesforce.com, inc. The Landmark @ One Market, Suite 300 San Francisco, California 94105 Attention...

  • Page 257
    ... Title Association standard coverage owner's policy of title insurance, in the current form used by the Title Company. 1.76 "CNDA" means that certain Mutual Confidential Information and Non-Disclosure Agreement dated as of May 6, 2010, between Alexandria and SFDC. 1.77 "Complete Release Date" means...

  • Page 258
    ..., plans, risk management plans, recorded property covenants, and/or restrictions, permits, or permit conditions currently existing relating to the environment or to any Hazardous Materials (including, without limitation, the Risk Management Plan and the Environmental Covenant) that are applicable to...

  • Page 259
    ...the Office of the Recorder of the City and County of San Francisco, State of California. 1.102 "FIRPTA Certificate" means a certificate of non-foreign status, in the form attached hereto as Exhibit F-2. 1.103 "FOCIL" means FOCIL-MB, LLC, a Delaware limited liability company. As of the Effective Date...

  • Page 260
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.109 "Garage Supervising Responsibilities" has the meaning given to the term "Supervising Responsibilities" in the Easement Agreement. 1.110 "Gladstone Property" means...

  • Page 261
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (c) Special Tax Bonds, Series 2005A Parity-South (Current Interest Bonds), and Special Tax Bonds, Series 2005B Parity-South...

  • Page 262
    ...means the annual office limitation program set forth in Sections 321 and 322 of the City's Planning Code. 1.140 "Official Records" means the Official Records of the Recorder of the City and County of San Francisco, California. 1.141 "Open Space Parcel" means that certain real property located in the...

  • Page 263
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.143 "Original Project Labor Agreement" means that certain Mission Bay Project Agreement dated October 8, 1990. 1.144 "Other SFDC Owner" means any Affiliate of Buyer who owns any property in...

  • Page 264
    ... Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Article 12-C of the San Francisco Business and Tax Regulations Code to increase the real property transfer tax on certain properties. 1.157 "Public School CFD...

  • Page 265
    ... the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.168 "Seller's Address" means: ARE-San Francisco No. 19, LLC c/o Alexandria Real Estate Equities, Inc...

  • Page 266
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 1.175 "South Financing Plan" means the Mission Bay South Financing Plan attached to the South OPA as Attachment E, as the same may be amended from time to time. 1.176 "South Infrastructure Plan...

  • Page 267
    ...A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. rights for permanent improvements such as space leases. Solely for purposes of this definition, the term "Mortgage" means any mortgage, deed of trust, financing lease, indenture, trust agreement...

  • Page 268
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 2. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, for the Purchase Price and upon the terms and conditions set forth...

  • Page 269
    ...3.3 Closing Funds. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Buyer shall deliver the Purchase Price Balance or cause the Purchase Price Balance to be delivered to Escrow Holder, plus the Development Costs...

  • Page 270
    ... made available to Buyer) current standard preliminary title reports for the Land and for the Garage Site issued by the Title Company, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such reports. Buyer, in its sole discretion and at its sole cost...

  • Page 271
    ... version of this exhibit has been filed separately with the Securities and Exchange Commission. instructions to disburse such funds to the person or persons legally entitled thereto in exchange for a written release or termination of such lien or encumbrance). 6.3 Title Policy. The Title Company...

  • Page 272
    ...A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. The Conveyance of any square footage or Towers to the Property Owner, and the development of any such square footage or Towers on the Land, shall be subject to (x) compliance with all applicable...

  • Page 273
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. schedule of the required infrastructure improvements and the timing of their delivery was set forth in Exhibit L attached to...

  • Page 274
    ... the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 8.4 Survival. Buyer's and Seller's respective obligations under this Paragraph 8 shall survive the Closing Date and shall not be...

  • Page 275
    ... omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10.3 1455 Permits. At the Close of Escrow, Seller and Buyer shall enter into an Assignment...

  • Page 276
    ... omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. following the effective date of such assignment; provided Seller shall be responsible for all...

  • Page 277
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 12.1 Grant Deed. One (1) original counterpart of the Grant Deed, duly executed by Seller and acknowledged. 12.2 Assignment...

  • Page 278
    .... In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Buyer shall deposit or cause to be deposited with Escrow Holder the following: 13.1 Funds. The Purchase Price Balance, plus the Development Costs Reimbursement...

  • Page 279
    ... of the Infrastructure CFD Bond Disclosure Assumption Agreement, duly executed by Buyer (and, if appropriate, acknowledged). 13.13 Other Instruments. Such other instruments and documents as are required by the terms of this Agreement (including, but not limited to, Buyer's Closing Conditions and/or...

  • Page 280
    ... the sole property of Buyer. To that end, Seller hereby irrevocably assigns to Buyer, as of the Closing Date, Seller's entire right, title, and interest in and to such delinquent revenues (including the right to collect the same). 15.3 Expenses. The Parties agree that service contracts expenses and...

  • Page 281
    ...account of Buyer pursuant hereto in payment of such costs (including, without limitation, the payment to Seller of the Purchase Price and the Development Costs Reimbursement), and disburse the balance of such funds, if any, to Buyer. 16.4 Title Policy. Issue the Title Policy to Buyer. 16.5 Documents...

  • Page 282
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. of the Land and/or the Garage Site, and (y) no such individual reported having any current, actual knowledge of any fact that...

  • Page 283
    ... at one time, or may currently exist, in various locations, files and documents that may relate to the construction of the Garage in addition to those currently in Seller's possession or control. Seller also has advised Buyer that the Garage Owner is required under the Easement Agreement to hire...

  • Page 284
    ...Professional's performance under its 1455 Design Agreement has been in substantial compliance with all of the material terms and conditions thereunder. 17.8.3 1455 Design Documents. The 1455 Design Documents constitute all of the basic concept design plans, schematic design plans, design development...

  • Page 285
    ...Professional's performance under its 1515 Design Agreement has been in substantial compliance with all of the material terms and conditions thereunder. 17.9.3 1515 Design Documents. The 1515 Design Documents constitute all of the basic concept design plans, schematic design plans, design development...

  • Page 286
    ...has been filed separately with the Securities and Exchange Commission. 17.14 OFAC. Seller and all beneficial owners and agents of Seller (provided that this representation and warranty shall not apply to the shareholders of any of the foregoing that is a publicly traded company) currently are (a) in...

  • Page 287
    ... confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Paragraph 17 above. Without limiting the above, Buyer acknowledges that neither Seller, except as expressly set forth in Paragraph 17...

  • Page 288
    ... Party in connection with the transactions contemplated in this Agreement; (ii) any intentional, reckless, or grossly negligent failure or refusal by any Seller Party to deliver or make available to Buyer any files or documents relating to the Property in Seller's possession or control that could...

  • Page 289
    ... confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. The waivers and releases by Buyer contained in this Agreement shall survive the Close of Escrow and the recordation of the Grant Deed...

  • Page 290
    ...confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ANY TERMINATION OF THIS AGREEMENT BEFORE THE CLOSE OF ESCROW, INCLUDING, WITHOUT LIMITATION, BUYER'S INDEMNIFICATION OBLIGATIONS UNDER...

  • Page 291
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 22. Casualty or Condemnation Before Close of Escrow. Seller shall notify Buyer of any casualty to the Land, the Garage Site, or the Garage...

  • Page 292
    ... omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. address shall be given by written notice in the manner detailed in this Paragraph. Rejection...

  • Page 293
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 27. Transfers. 27.1 Prohibition On Buyer's Right To Transfer. Prior to the Close of Escrow, Buyer shall not Transfer...

  • Page 294
    ...A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 28.3 Survival. The terms, covenants, and conditions contained in this Paragraph 28 shall survive any termination of this Agreement and Escrow before the Close of Escrow. 29. Additional Covenants...

  • Page 295
    ... are subject to one or more requirements set forth in the Risk Management Plan (RMP), the contracting Owner or Occupant will provide a copy of the RMP or its relevant provisions prior to execution of such agreements and ensure that such agreements contain covenants that (a) such entity will comply...

  • Page 296
    ... of the Property. The Owner will provide notice of the transfer and a map of the Mission Bay Development Area that delineates the parcel transferred to both the Board and the San Francisco Department of Public Health within 30 days after the transfer." 29.6 San Francisco Soils Analysis Disclosure...

  • Page 297
    ... at San Francisco Administrative Code Sections 83.1-83.1(8). The FSHP is designed to identify entry-level positions associated with employees engaged in construction work for certain commercial development projects and to provide first interview opportunity to graduates of city-sponsored training...

  • Page 298
    ... of persons or groups of persons or any employee or applicant for employment on account of race, color, creed, religion, national origin, ancestry, sex, marital or domestic partner status, familial status, lawful source of income (as defined in Section 3304 of the San Francisco Police Code...

  • Page 299
    ..., survey costs, recording costs or other charges incurred with respect to any other property in connection with any Exchange; (e) The Close of Escrow shall not be contingent upon or otherwise subject to the consummation of any Exchange; (f) Escrow shall timely close in accordance with the terms of...

  • Page 300
    ... as may be required in order to consummate the purchase and sale of the Property and shall use good faith efforts to accomplish the Close of Escrow in accordance with the provisions hereof. 32.4 Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision...

  • Page 301
    ... subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 32.10 Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any...

  • Page 302
    ...Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. of performance, and (c) the total extension for all Unavoidable Delays shall not exceed sixty (60) days. 32.18 Entire Agreement. This Agreement, the Inspection...

  • Page 303
    ...as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above. "Seller" ARE-SAN FRANCISCO NO. 19, LLC, a Delaware limited liability company By...

  • Page 304
    ... prior written notice of such required disclosure in order to permit such parties to seek confidential treatment of, or a protective order preventing or limiting the disclosure or use of, the information to be disclosed. Dated: October , 2010 FIRST AMERICAN TITLE INSURANCE COMPANY By: Print Name...

  • Page 305
    ...the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 1 BUYER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 1 shall...

  • Page 306
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Square Footage previously Conveyed to Property Owner), (iii) to give any Other SFDC Owner the right to Convey to Property Owner any part of the...

  • Page 307
    ...request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 13. ..., and no attachment, execution, lien, or levy shall have attached to or been issued with respect to any portion of the Property. ATTACHMENT 1 -3-

  • Page 308
    ... confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. ATTACHMENT 2 SELLER'S CLOSING CONDITIONS All initially capitalized terms not expressly defined when used in this Attachment 2 shall...

  • Page 309
    ... to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. and/or undertakings that may be reasonably necessary to allocate the Acquired Office Authorizations to the Land and to retain...

  • Page 310
    ...designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT A-1 LEGAL DESCRIPTION OF 1455 PARCEL All that real property situated in the City of San Francisco, County of San Francisco... but not limited to, oil and gas and rights...

  • Page 311
    ...subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. All minerals, including, without limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as...

  • Page 312
    ...are in accordance with that certain map entitled "Final Map 4141 - Planned Development Mission Bay (26-28)" in Book BB of Maps at Pages 179 through 183, inclusive, recorded on October 16, 2007, in the Office of the Recorder of the City and County of San Francisco, State of California, and being more...

  • Page 313
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. upon, into, or through the surface or the first 500 feet of the subsurface of the above described real property in connection therewith. FURTHER, as...

  • Page 314
    ...confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Nonexclusive easements, appurtenant to Parcel One hereinabove, as reserved by Catellus Development Corporation, a Delaware corporation...

  • Page 315
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT A-3 LEGAL DESCRIPTION OF GARAGE SITE All that real property situated in the City and County of San Francisco, State of California...

  • Page 316
    ... request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. upon, into, or through the surface or the first 500 feet of the subsurface of the above described real property in connection therewith. FURTHER, as...

  • Page 317
    ...confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Nonexclusive easements, appurtenant to Parcel One hereinabove, as reserved by Catellus Development Corporation, a Delaware corporation...

  • Page 318
    ... are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT B DEVELOPMENT ENTITLEMENTS The following constitute the Development Entitlements: 1. The Final Mission Bay Subsequent Environmental Impact Report certified...

  • Page 319
    ... A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 10. The Covenant and Environmental Restriction on Property made for the benefit of the Regional Board by the City and by the City, acting by and through the San Francisco Port Commission, dated...

  • Page 320
    ... the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 BUYER'S CLOSING CONDITIONS SELLER'S CLOSING CONDITIONS

  • Page 321
    ... DEVELOPMENT ENTITLEMENTS PERMITTED ENCUMBRANCES PRO FORMA POLICY FORM OF ASSIGNMENT OF SOUTH OPA FORM OF ASSIGNMENT OF INFRASTRUCTURE RIGHTS FORM OF CALIFORNIA AFFIDAVIT FORM OF FIRPTA CERTIFICATE IDENTIFICATION OF ENVIRONMENTAL REPORT(S) FORM OF GRANT DEED SUMMARY OF ARTICLE 22A OF SAN FRANCISCO...

  • Page 322
    ...21.1 List of Subsidiaries Name of Entity Jurisdiction SFDC Australia Pty. Ltd. salesforce.com Canada Corporation salesforce.com Information Technology (Shanghai) Co., Ltd. salesforce.com France SAS salesforce.com Germany GmbH salesforce.com Hong Kong Ltd. salesforce.com India Private Limited DimDim...

  • Page 323
    ... reports dated March 23, 2011, with respect to the consolidated financial statements and schedule of salesforce.com, inc., and the effectiveness of internal control over financial reporting of salesforce.com, inc., included in this Annual Report (Form 10-K) of salesforce.com, inc. for the year ended...

  • Page 324
    ... the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 23, 2011 /S/ MARC...

  • Page 325
    ... the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 23, 2011 /S/ GRAHAM...

  • Page 326
    ... Report of salesforce.com, inc. on Form 10-K for the fiscal year ended January 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial...