Salesforce.com 2005 Annual Report Download - page 147

(d) Other Termination of Service. If the Participant's Service terminates for any reason, except Disability, death or Cause, the Option, to
the extent unexercised and exercisable by the Participant on the date on which the Participant's Service terminated, may be exercised by the Participant at any
time prior to the expiration of ninety (90) days after the date on which the Participant's Service terminated, but in any event no later than the Option
Expiration Date.
7.2 Extension if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of the Participant's Service for Cause, if the
exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option shall remain
exercisable until ninety (90) days after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the
Option Expiration Date.
7.3 Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing other than termination of the Participant's Service for
Cause, if a sale within the applicable time periods set forth in Section 7.1 of shares acquired upon the exercise of the Option would subject the Participant to
suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on
which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant's
termination of Service, or (iii) the Option Expiration Date.
8. EFFECT OF CHANGE IN CONTROL.
In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the
"Acquiror"), may, without the consent of the Participant, either assume the Company's rights and obligations under the Option or substitute for the Option a
substantially equivalent option for the Acquiror's stock. In the event the Acquiror elects not to assume the Company's rights and obligations under the Option
or substitute for the Option in connection with the Change in Control, any unexercised portion of the Option shall become immediately exercisable and vested
in full as of the date ten (10) days prior to the date of the Change in Control, provided that the Participant's Service has not terminated prior to such date. Any
exercise of the Option that was permissible solely by reason of this Section shall be conditioned upon the consummation of the Change in Control. The Option
shall terminate and cease to be outstanding effective as of the date of the Change in Control to the extent that the Option is neither assumed by the Acquiror in
connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of
the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be
subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the
corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 13.1(a)(i) of the Plan
constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent
(50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group
within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the
Board otherwise provides in its discretion.