Salesforce.com 2005 Annual Report Download - page 168

5. ELIGIBILITY FOR PARTICIPATION.
Only those persons who, at the time of grant, are serving as Outside Directors shall be eligible to become Participants and to be granted an
Award.
6. TERMS AND CONDITIONS OF OUTSIDE DIRECTOR STOCK AWARDS.
This Section 6, as amended, shall be effective September 1, 2005, with respect to Outside Directors who were appointed or elected to the Board
subsequent to the effective date of the initial registration by the Company of its Stock under Section 12 of the Exchange Act. With respect to Outside
Directors who were appointed or elected to the Board prior to the effective date of the initial registration by the Company of its Stock under Section 12 of the
Exchange Act, this Section 6, as amended, shall be effective February 1, 2006, or, if later, the date following the date upon which the Outside Director
becomes fully vested in his or her initial option granted upon appointment or election to the Board. Outside Director Stock Awards shall be evidenced by
Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Outside
Director Stock Award or purported Outside Director Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully
executed Award Agreement. Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to
the following terms and conditions and those terms and conditions set forth in Section 8 which are not inconsistent with the following:
6.1 Automatic Grant of Outside Director Stock Awards. On the first day of each fiscal quarter of the Company following the date upon which
an Outside Director has completed one (1) year of service on the Board, the Outside Director shall be granted automatically and without further action of the
Board an Outside Director Stock Award consisting of two thousand five hundred (2,500) shares of Stock in consideration for the Participant's service as a
Director during the preceding fiscal quarter, provided that his or her Service has not terminated prior to such date. Notwithstanding the foregoing, a
Participant may elect not to receive an Outside Director Stock Award by delivering written notice of such election to the Board no later than the day prior to
the date such Outside Director Stock Award would otherwise be granted. A Participant so declining an Outside Director Stock Award shall receive no
payment or other consideration in lieu of such declined Award. A Participant who has declined an Outside Director Stock Award may revoke such election by
delivering written notice of such revocation to the Board no later than the day prior to the date such Award would be granted pursuant this Section.
6.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving an Outside
Director Stock Award, the consideration for which shall be services actually rendered to the Company or for its benefit during the preceding fiscal quarter of
the Company;
6.3 Vesting. The shares of Stock granted pursuant to an Outside Director Stock Award shall be fully vested on the date of grant.