Salesforce.com 2010 Annual Report Download - page 114

(c) Cash-Out of Options. The Board may, in its sole discretion and without the consent of any Participant, determine that, upon the
occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment
with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a
party to the Change in Control, or (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 determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of
their canceled Options as soon as practicable following the date of the Change in Control.
11.3 Effect of Change in Control on Restricted Stock Awards. The Board may, in its discretion, provide in any Award Agreement evidencing
a Restricted Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Restricted Stock
Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective immediately prior to the consummation of the
Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of the Restriction Period that was permissible solely
by reason of this Section 11.3 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.
11.4 Restricted Stock Unit Award Acceleration. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in
Control, each Restricted Stock Unit Award held by a Participant whose Service has not terminated prior to the date of such Change in Control shall become
immediately vested in full as of such date, subject to the consummation of the Change in Control.
12. COMPLIANCE WITH SECURITIES LAW.
The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be
listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (i) a registration statement under the Securities Act shall at the
time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (ii) in the opinion of legal counsel to the Company,
the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the
Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal
counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or
sell such shares as to which such requisite authority shall not have been obtained. As a condition to issuance of any Stock, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company.
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