Salesforce.com 2008 Annual Report Download - page 112

(c) Good Reason. "Good Reason" means that Executive resigns his or her employment after any of the following is undertaken by the Company
(or its acquirer) without Executive's express written consent: (i) a reduction of Executive's duties, title, authority or responsibilities, relative to the
Executive's duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Executive of such reduced
duties, title, authority or responsibilities, including a reduction in duties, title, authority or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity; (ii) any reduction of Executive's base salary, potential bonus and/or employee benefits; or (iii) the relocation
of the Company's offices such that Executive is regularly required to commute to a location more than thirty-five (35) miles from the city of San
Francisco in order to perform Executive's job duties.
6. Successors.
(a) The Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform
such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" shall include any successor to the
Company's business and/or assets which executes and delivers the assumption agreement described in this Section 6(a) or which becomes bound by the
terms of this Agreement by operation of law.
(b) The Executive's Successors. The terms of this Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
7. Notice.
(a) General. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service,
if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business day after the business day of deposit with
Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by
facsimile transmission with copy by first class mail, postage prepaid, and shall be addressed (i) if to Executive, at his or her last known residential
address and (ii) if to the Company, at the address of its principal corporate offices (attention: Secretary), or in any such case at such other address as a
party may designate by ten (10) days' advance written notice to the other party pursuant to the provisions above.
(b) Notice of Termination. Any termination by the Company for Cause or by the Executive for Good Reason or Disability or as a result of a
voluntary resignation shall be communicated by a notice of termination to the other party hereto given in accordance with Section 6(a) of this
Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis
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