Salesforce.com 2005 Annual Report Download - page 132

9.6 Voting Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock
represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement
evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends
on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited. Such Dividend Equivalents, if any, shall be credited
to the Participant in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number of additional
Performance Shares (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such
date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value
per share of Stock on such date. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become
nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as
determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 9.5. Dividend
Equivalents shall not be paid with respect to Performance Units. In the event of a dividend or distribution paid in shares of Stock or any other adjustment
made upon a change in the capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant's
Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other
than normal cash dividends) to which the Participant would entitled by reason of the shares of Stock issuable upon settlement of the Performance Share
Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to
the Award.
9.7 Effect of Termination of Service. Unless otherwise provided by the Committee in the grant of a Performance Award and set forth in the
Award Agreement, the effect of a Participant's termination of Service on the Performance Award shall be as follows:
(a) Death or Disability. If the Participant's Service terminates because of the death or Disability of the Participant before the completion
of the Performance Period applicable to the Performance Award, the final value of the Participant's Performance Award shall be determined by the extent to
which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of
months of the Participant's Service during the Performance Period. Payment shall be made following the end of the Performance Period in any manner
permitted by Section 9.5.
(b) Other Termination of Service. If the Participant's Service terminates for any reason except death or Disability before the completion
of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that in the event of an
involuntary termination of the Participant's Service, the Committee, in its sole discretion, may waive the automatic forfeiture of all or any portion of any such
Award.