Salesforce.com 2005 Annual Report Download - page 144

behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein,
provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
4. EXERCISE OF THE OPTION.
4.1 Right to Exercise. Except as otherwise provided herein, the Option shall be exercisable prior to the termination of the Option (as provided in
Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously acquired upon exercise of the Option. In no event
shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to Section 9.
4.2 Method of Exercise. Exercise of the Option shall be by means of electronic or written notice (the "Exercise Notice") in a form authorized by
the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and
transmitted to the Chief Financial Officer of the Company or other authorized representative of the Company (including a third-party administrator designated
by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a
written Exercise Notice addressed to the Company, which shall be signed by the Participant and 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 Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether
electronic or written, must state the Participant's 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 Participant's investment intent with respect to such shares as may be required pursuant to the
provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company prior to the termination of the Option as set forth in
Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of shares of Stock being purchased. The Option shall be
deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price.
4.3 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) if permitted by the Company, by tender to
the Company, or attestation to the ownership, of whole shares of Stock owned by the Participant having a Fair Market Value not less than the aggregate
Exercise Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(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 would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to
the ownership, of shares of Stock unless such shares either have been owned by the Participant for more