Salesforce.com 2006 Annual Report Download - page 97

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3. Severance Benefits.
(a) Involuntary Termination Other than for Cause or Voluntary Termination for Good Reason During the Change of Control Period. If within the
period commencing three months prior to a Change of Control and ending eighteen (18) months following a Change of Control (the "Change of Control
Period") (i) the Executive terminates his or her employment with the Company (or any parent or subsidiary of the Company) for "Good Reason" (as defined
herein) or (ii) the Company (or any parent or subsidiary of the Company) terminates the Executive's employment for other than "Cause" (as defined herein),
and the Executive signs and does not revoke a standard release of claims with the Company in a form substantially similar to that attached hereto as Exhibit
A , then the Executive shall receive the following severance benefits from the Company:
(i) Severance Payment. The Executive shall receive a lump-sum severance payment (less applicable withholding taxes) equal to one
hundred and fifty percent (150%) of the Executive's annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) the Executive's
termination, whichever is greater) plus one hundred and fifty percent (150%) of the Executive's target bonus for the fiscal year in which the Change of Control
or the Executive's termination occurs, whichever is greater.
(ii) Stock Options, Restricted Stock Units, Other Equity Compensation. All of the Executive's then outstanding stock options to purchase
shares of the Company's Common Stock (the "Options") shall immediately vest one hundred percent (100%). The Options shall remain exercisable following
the termination of employment for the period prescribed in the respective option agreements. Additionally, all of Executive's outstanding Restricted Stock
Units (the "Restricted Stock Units") shall immediately vest one hundred percent (100%). All other Company equity compensation held by Executive shall
also immediately vest one hundred percent (100%).
(iii) Continued Executive Benefits. Subject to the Executive timely electing continuation coverage under Title X of the Consolidated
Budget Reconciliation Act of 1985 ("COBRA"), the Executive shall receive one-hundred percent (100%) Company-paid health, dental and vision, coverage
(the "Company-Paid Coverage"). If such coverage included the Executive's dependents immediately prior to the Change of Control, such dependents shall
also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) eighteen (18) months from the date of termination, or
(ii) the date upon which the Executive and his dependents become covered under another employer's group health, dental and vision plans that provide
Executive and his dependents with comparable benefits and levels of coverage. Notwithstanding the foregoing, if providing the Company-Paid Coverage
would violate the non-discrimination rules of Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code"), then Executive shall receive, in
lieu of the Company-Paid Coverage, an additional lump-sum payment equal to $60,000, less applicable withholding.
(b) Timing of Severance Payments. The severance payments to which Executive is entitled shall be paid by the Company to Executive in cash
and in full, not later than ten (10) calendar days after the date of the termination of Executive's employment, unless, pursuant to Section 3(f) hereof, such
payments need to be made on the date that is six months and one day following the termination date to avoid potential taxes under Code Section 409A. If the
Executive should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum