Salesforce.com 2008 Annual Report Download - page 122

(b) Timing of Severance Payments. Subject to Section 3(f) below, 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 upon which the Release becomes effective. If the
Executive should die before all amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment (less any withholding taxes) to the
Executive's designated beneficiary, if living, or otherwise to the personal representative of the Executive's estate.
(c) Voluntary Resignation; Termination for Cause. If the Executive's employment with the Company terminates (i) voluntarily by the Executive
other than for Good Reason or Disability or (ii) for Cause by the Company, then the Executive shall not be entitled to receive severance or other
benefits except for those (if any) as may then be established under the Company's then existing severance and benefits plans and practices or pursuant
to other written agreements with the Company.
(d) Termination Outside Change of Control Period. In the event the Executive's employment is terminated for any reason outside of the Change
of Control Period, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's
existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.
(e) Exclusive Remedy. In the event of a termination of Executive's employment within the Change of Control Period, the provisions of this
Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be
entitled, whether at law, tort or contract, in equity, or under this Agreement. The Executive shall be entitled to no benefits, compensation or other
payments or rights upon termination of employment following a Change in Control other than those benefits expressly set forth in this Section 3.
(f) Code Section 409A.
(i) Notwithstanding anything to the contrary in this Agreement, if Executive is a "specified employee" within the meaning of Section 409A
of the Code, and the final regulations and any guidance promulgated thereunder ("Section 409A") at the time of Executive's separation from
service (as such term is defined in Section 409A), then the cash severance benefits payable to Executive under this Agreement, if any, and any
other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the "Deferred
Compensation Separation Benefits") otherwise due to Executive on or within the six (6) month period following Executive's separation from
service shall accrue during such six (6) month period and shall become payable in a lump sum payment on the date six (6) months and one
(1) day following the date of Executive's separation from service. All subsequent payments, if any, shall be payable in accordance with the
payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his
separation from service but prior to the six (6) month anniversary of his date of separation from service, then any payments delayed in accordance
with this Section shall be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred
Compensation Separation Benefits shall be payable in accordance with the payment schedule applicable to each payment or benefit.
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