Salesforce.com 2005 Annual Report Download - page 114

(l) "Disability" means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.
(m) "Dividend Equivalent" means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account
of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.
(n) "Employee" means any person treated as an employee (including an Officer or a member of the Board who is also treated as an
employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes
of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director's fee shall be sufficient to constitute
employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has
ceased to be an Employee and the effective date of such individual's employment or termination of employment, as the case may be. For purposes of an
individual's rights, if any, under the Plan as of the time of the Company's determination, all such determinations by the Company shall be final, binding and
conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
(o) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(p) "Fair Market Value" means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its
discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:
(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted
instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system
constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date
does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be
established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the
Committee, in its discretion.
(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never
lapse.