Salesforce.com 2005 Annual Report Download - page 158

terminated, but in any event no later than the Option Expiration Date. The Participant's Service shall be deemed to have terminated on account of death if the
Participant dies within one hundred eighty (180) days after the Participant's termination of Service.
(c) Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant's Service is terminated for
Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service.
(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