Salesforce.com 2005 Annual Report Download - page 113

(c) "Award Agreement" means a written agreement between the Company and a Participant setting forth the terms, conditions and
restrictions of the Award granted to the Participant. An Award Agreement may be an "Option Agreement," an "SAR Agreement," a "Restricted Stock
Purchase Agreement," a "Restricted Stock Bonus Agreement," a "Performance Share Agreement," a "Performance Unit Agreement," a "Restricted Stock Unit
Agreement," or a "Deferred Compensation Award Agreement."
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" means, unless otherwise defined by the Participant's Award Agreement or contract of employment or service, any of the
following: (i) the Participant's theft, dishonesty, or falsification of any Participating Company documents or records; (ii) the Participant's improper use or
disclosure of a Participating Company's confidential or proprietary information; (iii) any action by the Participant which has a detrimental effect on a
Participating Company's reputation or business; (iv) the Participant's failure or inability to perform any reasonable assigned duties after written notice from a
Participating Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment or
service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vi) the
Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs the Participant's ability to perform his or her duties
with a Participating Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.
(g) "Committee" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having
such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the
powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.
(h) "Company" means salesforce.com, inc., a Delaware corporation, or any successor corporation thereto.
(i) "Consultant" means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the
Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration
Statement under the Securities Act.
(j) "Deferred Compensation Award" means an award of Restricted Stock Units granted to a Participant pursuant to Section 11 of the
Plan.
(k) "Director" means a member of the Board.