Salesforce.com 2005 Annual Report Download - page 176

(b) Assumption or Substitution. 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 any Participant, either assume the Company's rights and obligations under
outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiror's stock. Any Options which are not assumed by the
Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be
outstanding effective as of the time of consummation of the Change in Control.
(c) Cash-Out of Options. The Board may, in its sole discretion and without the consent of any Participant, determine that, upon the
occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment
with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a
party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair
Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the "Spread ").
In the event such determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of
their canceled Options as soon as practicable following the date of the Change in Control.
11.3 Effect of Change in Control on Restricted Stock Awards. The Board may, in its discretion, provide in any Award Agreement evidencing
a Restricted Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Restricted Stock
Award held by a Participant whose Service has not terminated prior to such date shall be accelerated effective immediately prior to the consummation of the
Change in Control to such extent as specified in such Award Agreement. Any acceleration of the lapsing of the Restriction Period that was permissible solely
by reason of this Section 11.3 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control.
11.4 Effect of Change in Control on Restricted Stock Unit Awards. The Board may, in its discretion, provide in any Award Agreement
evidencing a Restricted Stock Unit Award that, in the event of a Change in Control, the Restricted Stock Unit Award held by a Participant whose Service has
not terminated prior to such date shall be settled effective as of the date of the Change in Control to such extent as specified in such Award Agreement.
12. COMPLIANCE WITH SECURITIES LAW.
The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be
listed. In addition, no Award may be exercised or shares