Salesforce.com 2005 Annual Report Download - page 163

Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time,
subject to the terms of the Plan and any applicable limitations imposed by law.
(f) "Company" means salesforce.com, inc., a Delaware corporation, or any successor corporation thereto.
(g) "Consultant" means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a
Participating Company.
(h) "Director" means a member of the Board or of the board of directors of any other Participating Company.
(i) "Disability" means the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.
(j) "Dividend Equivalent" means a credit, made at the discretion of the Board or as otherwise provided by the Plan, to the account of a
Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.
(k) "Employee" means any person treated as an employee (including an officer of the Company or a Director who is also treated as an
employee) in the records of a Participating Company; provided, however, that neither service as a Director nor payment of a director's fee shall be sufficient to
constitute employment for purposes of the Plan.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m) "Fair Market Value" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its
discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:
(i) If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a
share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted
instead) as quoted on the Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system
constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date
does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be
established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board,
in its discretion.
(ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of
a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never
lapse.