Salesforce.com 2004 Annual Report Download - page 116

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16. BINDING EFFECT.
Subject to the restrictions on transfer set forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
17. TERMINATION OR AMENDMENT.
The Board may terminate or amend the Plan or the Option at any time; provided, however, that except in connection with a Change in Control, no
such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Optionee unless such
termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable the Option to qualify as an
Incentive Stock Option. No amendment or addition to this Agreement shall be effective unless in writing.
18. NOTICES.
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Option
Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery or upon deposit in the United States Post Office,
by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown on the Notice or at such other address as
such party may designate in writing from time to time to the other party.
19. INTEGRATED AGREEMENT.
The Grant Agreement, this Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Participating
Company Group with respect to the subject matter contained herein and therein and there are no agreements, understandings, restrictions,
representations, or warranties among the Optionee and the Participating Company Group with respect to such subject matter other than those as set
forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Agreement and this Agreement shall
survive any exercise of the Option and shall remain in full force and effect.
20. APPLICABLE LAW.
This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents
entered into and to be performed entirely within the State of California.
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