Salesforce.com 2009 Annual Report Download - page 104

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3. Executive shall remain employed by the Company and shall receive full salary and benefits (the salary and benefits being paid and/or provided to
Executive on the Effective Date) from the Company through February 28, 2010 unless the Company terminates Executive for "Cause" or Executive dies. For
purposes of this Agreement, "Cause" shall mean only: (i) a material act of personal dishonesty taken by the Executive in connection with his responsibilities
as an employee and resulting in substantial personal enrichment of the Executive, (ii) Executive being convicted of a felony, (iii) Executive's repeated and
willful conduct which constitutes gross misconduct and which causes material and verifiable financial detriment to the Company, or (iv) Executive's willful,
repeated and material failure to perform Executive's assigned duties or responsibilities, after notice thereof from the Company describing every fact which the
Company asserts justifies "Cause" under this subsection and Executive's opportunity, for at least 30 days, to cure the alleged failure, providing that if
Executive cures, "Cause" shall not exist under this subsection. In the event of Executive's disability, Executive shall retain his employment with the Company
until the Separation Date by remaining on a leave of absence or, if eligible, on the Company's short-term disability plan.
4. California Civil Code Section 1542. Executive acknowledges that he has been advised to consult with legal counsel and is familiar with the
provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Executive, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common
law principles of similar effect.
5. No Pending or Future Lawsuits. Executive represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person
or entity, against the Company or any of the other Releasees. Executive also represents that he does not intend to bring any claims on his own behalf or on
behalf of any other person or entity against the Company or any of the other Releasees. The Company represents that it has no lawsuits, claims, or actions
pending in its name, or on behalf of any other person or entity, against Executive. The Company also represents that it does not intend to bring any claims on
its own behalf or on behalf of any other person or entity against Executive.
6. Trade Secrets and Confidential Information/Company Property. Executive reaffirms and agrees to observe and abide by the terms of the
Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company's trade secrets and confidential and
proprietary information, and nonsolicitation of Company Executives.