Salesforce.com 2006 Annual Report Download - page 108

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EXHIBIT 10.16
SALESFORCE.COM, INC.
CHANGE OF CONTROL AND RETENTION AGREEMENT
This Change of Control and Retention Agreement (the "Agreement") is made and entered into by and between (the "Executive") and
salesforce.com, inc. (the "Company"), effective as of January 15, 2007 (the "Effective Date").
RECITALS
1. It is possible that the Company may from time to time receive acquisition proposals by other companies. The Board of Directors of the Company (the
"Board") recognizes that consideration of any such proposals can be a distraction to the Executive and can cause the Executive to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have
the continued dedication and objectivity of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of
the Company.
2. The Board believes that it is in the best interests of the Company and its stockholders to provide the Executive with an incentive to continue his or
her employment and to motivate the Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.
3. The Board believes that it is imperative to provide the Executive with certain benefits upon the Executive's termination of employment following a
Change of Control. These benefits will provide the Executive with enhanced financial security and incentive and encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.
4. Certain capitalized terms used in the Agreement are defined in Section 5 below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Term of Agreement. This Agreement shall terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have
been satisfied.
2. At-Will Employment. The Company and the Executive acknowledge that the Executive's employment is and shall continue to be at-will, as defined
under applicable law, except as may otherwise be specifically provided under the terms of any written formal employment agreement or offer letter between
the Company and the Executive (an "Employment Agreement"). If the Executive's employment terminates for any reason, including (without limitation) any
termination prior to a Change of Control, the Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as
provided by this Agreement or under his or her Employment Agreement, or as may otherwise be available in accordance with the Company's established
employee plans.