Salesforce.com 2005 Annual Report Download - page 112

EXHIIBT 10.3
salesforce.com, inc.
2004 Equity Incentive Plan
(Amended and Restated February 1, 2006)
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 Establishment . The salesforce.com, inc. 2004 Equity Incentive Plan (the "Plan") is hereby established effective as of March 1, 2004, the
date of its approval by the stockholders of the Company (the "Effective Date").
1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an
incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the
growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock
Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses, Performance Shares, Performance Units, Restricted Stock Units and
Deferred Compensation Awards.
1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards
granted under the Plan have lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date.
2. DEFINITIONS AND CONSTRUCTION.
2.1 Definitions . Whenever used herein, the following terms shall have their respective meanings set forth below:
(a) "Affiliate" means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities,
controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more
intermediary entities. For this purpose, the term "control" (including the term "controlled by") means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or
shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.
(b) "Award" means any Option, SAR, Restricted Stock Purchase Right, Restricted Stock Bonus, Performance Share, Performance Unit,
Restricted Stock Unit or Deferred Compensation Award granted under the Plan.