Salesforce.com 2004 Annual Report Download - page 100

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not terminated prior to such date shall become immediately exercisable and vested in full (and any unvested share repurchase option shall lapse) as of
the date ten (10) days prior to the date of the Change in Control. The accelerated exercise or vesting of any Option that was permissible solely by reason
of this Section 8.2 shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by
the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to
be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the
Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all
applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore,
notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change
Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership
Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other
corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section
1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its discretion.
9. PROVISION OF INFORMATION.
At least annually, copies of the Company's balance sheet and income statement for the just completed fiscal year shall be made available to each
Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to provide such information to key
employees whose duties in connection with the Company assure them access to equivalent information.
10. NONTRANSFERABILITY OF OPTIONS.
During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative. No
Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution.
11. COMPLIANCE WITH SECURITIES LAW.
The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements
of federal, state and foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would
constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities
Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from
the registration requirements of the
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