Salesforce.com 2008 Annual Report Download - page 134

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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 one
hundred percent (100%) 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 percent (100%) 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 as to an additional fifty percent (50%) of the then unvested
Options. 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 as to an
additional fifty percent (50%) of the then unvested Restricted Stock Units. All other Company equity compensation held by Executive shall also
immediately vest as to an additional fifty percent (50%) of the then unvested awards.
(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) twelve
(12) 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.
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