Salesforce.com 2004 Annual Report Download - page 105

upon the exercise of the Option. (NOTE: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option
Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other stock option
plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether
the entire Option qualifies as an Incentive Stock Option.
2.3 Election Under Section 83(b) of the Code. (NOTE: IGNORE this Section 2.3 unless this Option is designated in the Grant Agreement as
Immediately Exercisable). If an Optionee exercises this Option prior to vesting (or otherwise nontransferable and subject to a substantial risk of
forfeiture), the Optionee understands that the Optionee should consult with the Optionee's tax advisor regarding the advisability of filing with the
Internal Revenue Service an election under Section 83(b) of the Code. This election must be filed no later than thirty (30) days after the date on which
the Optionee exercises the Option. Shares acquired upon exercise of the Option are nontransferable and subject to a substantial risk of forfeiture if, for
example, (a) they are unvested and are subject to a right of the Company to repurchase such shares at the Optionee's original purchase price if the
Optionee's Service terminates, or (b) the Optionee is an Insider and, under certain circumstances, exercises the Option within six (6) months of the Date
of Option Grant (if a class of equity security of the Company is registered under Section 12 of the Exchange Act). Failure to file an election under
Section 83(b), if appropriate, may result in adverse tax consequences to the Optionee. The Optionee acknowledges that the Optionee has been advised
to consult with a tax advisor prior to the exercise of the Option regarding the tax consequences to the Optionee of the exercise of the Option. AN
ELECTION UNDER SECTION 83(b) MUST BE FILED WITHIN 30 DAYS AFTER THE DATE ON WHICH THE OPTIONEE PURCHASES
SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. THE OPTIONEE ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b)
ELECTION IS THE OPTIONEE'S SOLE RESPONSIBILITY, EVEN IF THE OPTIONEE REQUESTS THE COMPANY OR ITS
REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.
3. EXERCISE OF THE OPTION.
3.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable on and after the Date of Option Grant and prior to the
termination of the Option (as provided in Section 5) in an amount not to exceed the Number of Option Shares less the number of shares previously
acquired upon exercise of the Option, subject to the Optionee's agreement that any shares purchased upon exercise are subject to the Company's
Unvested Share Repurchase Option and Right of First Refusal (as such terms are defined herein).
3.2 Method of Exercise. Exercise of the Option shall be by written notice in the form attached to the Company which must state the election to
exercise the Option, the number of whole shares of Stock for which the Option is being exercised and such other representations and agreements as to
the Optionee's investment intent with respect to such shares as may be required pursuant to the provisions of this Agreement. The written notice must be
signed by the Optionee and must be delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission,
or by such other means as the Company
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