Salesforce.com 2004 Annual Report Download - page 108

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the death of the Optionee, the Option, to the extent provided in Section 6, may be exercised by the Optionee's legal representative or by any person
empowered to do so under the deceased Optionee's will or under the then applicable laws of descent and distribution.
5. TERMINATION OF THE OPTION.
The Option shall terminate and may no longer be exercised on the first to occur of (a) the Option Expiration Date, (b) the last date for exercising
the Option following termination of the Optionee's Service as described in Section 6, or (c) pursuant to a Change in Control, to the extent provided in
the Plan.
6. EFFECT OF TERMINATION OF SERVICE.
6.1 Option Exercisability.
(a) Disability. If the Optionee's Service with the Participating Company Group is terminated because of the Disability of the Optionee, the
Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee (or
the Optionee's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee's
Service terminated, but in any event no later than the Option Expiration Date. (NOTE: If the Option is exercised more than three (3) months after
the date on which the Optionee's Service as an Employee terminated as a result of a Disability other than a permanent and total disability as
defined in Section 22(e)(3) of the Code, the Option will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the
extent required by Section 422 of the Code.)
(b) Death. If the Optionee's Service with the Participating Company Group is terminated because of the death of the Optionee, the Option,
to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee's legal
representative or other person who acquired the right to exercise the Option by reason of the Optionee's death at any time prior to the expiration
of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date. The
Optionee's Service shall be deemed to have terminated on account of death if the Optionee dies within one (1) month after the Optionee's
termination of Service.
(c) Other Termination of Service. If the Optionee's Service with the Participating Company Group terminates for any reason, except
Disability or death, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated,
may be exercised by the Optionee within thirty (30) days (or such other longer period of time as determined by the Board, in its sole discretion)
after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.
6.2 Additional Limitations on Option Exercise. Notwithstanding the provisions of Section 7.1, the Option may not be exercised after the
Optionee's termination of Service to the extent that the shares to be acquired upon exercise of the Option would be subject to the Unvested Share
Repurchase Option.
5