Salesforce.com 2004 Annual Report Download - page 106

may permit, to the Chief Financial Officer of the Company, or other authorized representative of the Participating Company Group, prior to the
termination of the Option as set forth in Section 5, accompanied by (i) full payment of the aggregate Exercise Price for the number of shares of Stock
being purchased and (ii) an executed copy, if required herein, of the then current form of escrow agreement referenced below. The Option shall be
deemed to be exercised upon receipt by the Company of such written notice, the aggregate Exercise Price, and, if required by the Company, such
executed agreement.
3.3 Payment of Exercise Price.
(a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of
shares of Stock for which the Option is being exercised shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or
attestation to the ownership, of whole shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company
without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an
underwriter for the Company) not less than the aggregate Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 3.3(b), or
(iv) by any combination of the foregoing.
(b) Limitations on Forms of Consideration.
(i) Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock to the extent such tender, or attestation to the ownership, of Stock would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of the Company's stock. The Option may not be exercised by
tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for
more than six (6) months or were not acquired, directly or indirectly, from the Company.
(ii) Cashless Exercise. A "Cashless Exercise" means the assignment in a form acceptable to the Company of the proceeds of a sale
or loan with respect to some or all of the shares of Stock acquired upon the exercise of the Option pursuant to a program or procedure
approved by the Company (including, without limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves, at any and all times,
the right, in the Company's sole and absolute discretion, to decline to approve or terminate any such program or procedure. Generally,
and without limiting the Company's absolute discretion, a "cashless exercise" will only be permitted at such times in which the shares
underlying this Option are publicly traded.
3.4 Tax Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the
Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision
for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and
foreign tax
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