Salesforce.com 2009 Annual Report Download - page 107

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19. Execution of Agreements. The Company represents and warrants that it will deliver an executed version of the Supplemental Agreement and
Release to Executive within five (5) days following the Effective Date of this Agreement. The Company further represents and warrants that it will withhold
taxes from the Severance Payment to be paid pursuant to the Supplemental Agreement in the year the Severance Payment is made.
20. Arbitration. All disputes arising out of or related to this Agreement shall be decided exclusively by binding arbitration before one neutral JAMS
arbitrator. The arbitration shall be submitted to JAMS, governed by the then applicable JAMS rules covering employment arbitrations, and held in San
Francisco, California. The arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil
Procedure, and the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to any conflict-of-law provisions
of any jurisdiction. To the extent that the JAMS rules conflict with California law, California law shall take precedence. The arbitrator shall be a retired state
or federal judge and shall render a reasoned decision. The Parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration,
and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the arbitrator shall award attorneys' fees and costs to
the prevailing party, except as prohibited by law. The arbitrator's award may be entered in any court of competent jurisdiction. The Parties understand that by
agreeing to arbitrate, they are giving up their right to trial by jury and their right to use the judicial system to resolve disputes between them. Notwithstanding
any other term in this Agreement, either Party may seek extraordinary and/or emergency relief in a court of competent jurisdiction.
21. Effective Date. Executive understands that this Agreement shall be null and void if not executed by him within seven (7) days from November 24,
2009. This Agreement shall become effective on the date it is signed by Executive (the "Effective Date").
22. Counterparts. This Agreement may be executed in counterparts and by facsimile signature or by signing, scanning, and emailing, and each
counterpart and facsimile or scan shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of
the undersigned.
23. Voluntary Execution of Agreement. Each Party understands and agrees that he or it executes this Agreement voluntarily, without any duress or
undue influence on the part or behalf of the other Party or any third party, with the full intent of releasing all of the claims against the other Party and the other
Releasees, as applicable. The Parties acknowledge that: (a) they have read this Agreement; (b) they have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice; (c) they understand the terms and consequences of this Agreement and of the releases it
contains; and (d) they are fully aware of the legal and binding effect of this Agreement.