Salesforce.com 2008 Annual Report Download - page 108

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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 (the "Release"), 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 two
hundred percent (200%) 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 two hundred percent (200%) 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) twenty (24) months
from the date of termination (irrespective of any shorter maximum coverage period provided under COBRA), 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. Company-Paid Coverage shall be paid directly by the Company to the applicable
insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance
policy or administrative services agreement. 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 $80,000, less applicable withholding.
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