Salesforce.com 2009 Annual Report Download - page 106

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11. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company
and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through Executive to bind Executive to the terms and conditions of this Agreement. Each Party warrants and
represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released
herein.
12. No Representations. The Parties represent that they have each consulted with his or its attorney, and have carefully read and understand the scope
and effect of the provisions of this Agreement. Neither Party has relied upon any representations or statements made by the other Party that are not
specifically set forth in this Agreement.
13. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is
declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without
said provision or portion of provision.
14. Attorneys' Fees. In the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be
entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys' fees incurred in
connection with such an action.
15. Entire Agreement. This Agreement and the Supplemental Agreement and all agreements referenced herein and therein, Executive's Confidentiality
Agreement, Change of Control and Retention Agreement, Indemnity Agreement, all of Executive's equity-related Agreements (including all Award
Agreements) and Executive's retirement plans represent the entire agreement and understanding between the Company and Executive concerning the subject
matter of this Agreement and Executive's employment with and separation from the Company and the events leading thereto and associated therewith, and
supersede and replace any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive's relationship with the
Company, except as set forth and to the extent provided in Exhibit A. However, notwithstanding any other terms in this Agreement or in Exhibit A,
Executive's Change of Control and Retention Agreement and the Company's policies, including without limitation, its employee benefit policies, shall also
continue to govern and apply to the terms and conditions of Executive's employment with the Company until the Separation Date.
16. No Oral Modification. This Agreement may only be amended in a document specifically designated as an Amendment to this Agreement and
manually signed by Executive and the Company's Chairman of the Board and/or Chief Executive Officer.
17. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to California's choice-of-law provisions.
18. No Duty to Mitigate. Executive shall have no duty to mitigate any breach by the Company of this Agreement.