Salesforce.com 2004 Annual Report Download - page 113

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substantially equivalent option for the Acquiring Corporation's stock for the Option, or (b) the existence of a public market for the class of shares
subject to the Right of First Refusal. A "public market" shall be deemed to exist if (i) such stock is listed on a national securities exchange (as that term
is used in the Exchange Act) or (ii) such stock is traded on the over-the-counter market and prices therefore are published daily on business days in a
recognized financial journal.
10. ESCROW.
10.1 Establishment of Escrow. To ensure that shares subject to the Unvested Share Repurchase Option will be available for repurchase, the
Company may require the Optionee to deposit the certificate evidencing the shares which the Optionee purchases upon exercise of the Option with an
agent designated by the Company under the terms and conditions of escrow and security agreements approved by the Company. If the Company does
not require such deposit as a condition of exercise of the Option, the Company reserves the right at any time to require the Optionee to so deposit the
certificate in escrow. Upon the occurrence of an Ownership Change Event or a change, as described in Section 9, in the character or amount of any of
the outstanding stock of the corporation the stock of which is subject to the provisions of this Option Agreement, any and all new, substituted or
additional securities or other property to which the Optionee is entitled by reason of the Optionee's ownership of shares of Stock acquired upon exercise
of the Option that remain, following such Ownership Change Event or change described in Section 4.2 of the Plan, subject to the Unvested Share
Repurchase Option shall be immediately subject to the escrow to the same extent as such shares of Stock immediately before such event. The Company
shall bear the expenses of the escrow.
10.2 Delivery of Shares to Optionee. As soon as practicable after the expiration of the Unvested Share Repurchase Option, but not more
frequently than twice each calendar year, the escrow agent shall deliver to the Optionee the shares and any other property no longer subject to such
restriction.
10.3 Notices and Payments. In the event the shares and any other property held in escrow are subject to the Company's exercise of the Unvested
Share Repurchase Option or the Right of First Refusal, the notices required to be given to the Optionee shall be given to the escrow agent, and any
payment required to be given to the Optionee shall be given to the escrow agent. Within thirty (30) days after payment by the Company, the escrow
agent shall deliver the shares and any other property which the Company has purchased to the Company and shall deliver the payment received from
the Company to the Optionee.
11. STOCK DISTRIBUTIONS SUBJECT TO THIS AGREEMENT.
If, from time to time, there is any stock dividend, stock split or other change, as described in Section 4.2 of the Plan, in the character or amount of
any of the outstanding stock of the corporation the stock of which is subject to the provisions of this Agreement, then in such event any and all new,
substituted or additional securities to which the Optionee is entitled by reason of the Optionee's ownership of the shares acquired upon exercise of the
Option shall be immediately subject to the Unvested Share Repurchase Option and the Right of First Refusal
10