Salesforce.com 2005 Annual Report Download - page 106

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.
3. EXERCISE OF THE OPTION.
3.1 Right to Exercise. The Option shall be exercisable during its term in accordance with the vesting schedule set out in the Grant Agreement
and prior to the termination of the Option (as provided in Section 5) in an amount not to exceed the vested Number of Option Shares less the number of shares
previously acquired upon exercise of the Option.
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 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