Salesforce.com 2010 Annual Report Download - page 115

13. TAX WITHHOLDING.
13.1 Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the
Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for,
the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares
acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to
an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group's tax withholding obligations have been satisfied
by the Participant.
13.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a
Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations 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 amend, suspend or terminate the Plan at any time. However, without the approval of the Company's stockholders, there shall be (a) no
increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2) and
(b) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule. No amendment,
suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. In any event, no amendment,
suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with
any applicable law, regulation or rule.
15. MISCELLANEOUS PROVISIONS.
15.1 Repurchase Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as
determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may
have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each
Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any
such transfer restrictions.
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