Salesforce.com 2005 Annual Report Download - page 162
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EXHIBIT 10.5
salesforce.com, inc.
2004 Outside Directors Stock Plan
(As Amended and Restated February 1, 2006)
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 Establishment. The salesforce.com, inc. 2004 Outside Directors Stock Plan (the "Plan") is hereby established effective as of March 1, 2004,
the date of its approval by the stockholders of the Company (the "Effective Date").
1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an
incentive to attract, retain and reward persons performing services as Outside Directors of the Company and by motivating such persons to contribute to the
growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options,
Restricted Stock, and Restricted Stock Units.
1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock
available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards
granted under the Plan have lapsed. However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date.
2. DEFINITIONS AND CONSTRUCTION.
2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:
(a) "Award" means any Option, Restricted Stock or Restricted Stock Unit granted under the Plan.
(b) "Award Agreement" means a written agreement between the Company and a Participant setting forth the terms, conditions and
restrictions of the Award granted to the Participant. An Award Agreement may be an "Option Agreement," a "Restricted Stock Agreement" or a "Restricted
Stock Units Agreement."
(c) "Board" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer
the Plan, "Board" also means such Committee(s).
(d) "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.
(e) "Committee" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having
such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the