Salesforce.com 2005 Annual Report Download - page 149

12. LEGENDS.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions of
this Section. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:
12.1 "THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER
UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED ("ISO"). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE
TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER
ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL
NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE
INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER'S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE
OR UNTIL TRANSFERRED AS DESCRIBED ABOVE."
13. MISCELLANEOUS PROVISIONS.
13.1 Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time; provided, however, that except as
provided in Section 8 in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion
hereof without the consent of the Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation.
No amendment or addition to this Option Agreement shall be effective unless in writing.
13.2 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Option Agreement.
13.3 Binding Effect. Subject to the restrictions on transfer set forth herein, this Option Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
13.4 Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only upon actual receipt
of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon
deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage
and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in
writing from time to time to the other party.