Salesforce.com 2008 Annual Report Download - page 136

(ii) It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so
comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable
actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to
actual payment to Executive.
(iii) Notwithstanding any other provisions of this Agreement, Executive's receipt of severance payments and benefits under this Agreement
is conditioned upon Executive signing and not revoking the Release and subject to the Release becoming effective within sixty (60) days
following Executive's termination of employment (the "Release Period"). No severance will be paid or provided until the Release becomes
effective. No severance will be paid or provided unless the Release becomes effective during the Release Period. In the event Executive's
separation from service occurs on or after November 1 of any year, any severance will be paid in arrears on the first payroll date to occur during
the following calendar year, or such later time as required by Section 409A.
4. Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to
Executive (a) constitute "parachute payments" within the meaning of Code Section 280G and (b) would be subject to the excise tax imposed by Section 4999
of the Code, then such benefits shall be either be:
(i) delivered in full, or
(ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under
Section 4999 of the Code,
whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by
Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such
benefits may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this
Section 4 will be made in writing by a national "Big Four" accounting firm selected by the Company or such other person or entity to which the parties
mutually agree (the "Accountants"), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of
making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and
may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall
furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section.
The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. Any reduction in
payments and/or benefits required by this Section 4 shall occur in
-4-