Salesforce.com 2009 Annual Report Download - page 109

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EXHIBIT A
SUPPLEMENTAL SEPARATION AGREEMENT AND RELEASE
This Supplemental Separation Agreement and Release ("Supplemental Agreement") is made by and between Kenneth I. Juster ("Executive") and
Salesforce.com, Inc. (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party").
RECITALS
WHEREAS, Executive executed and did not revoke a Separation Agreement and Release with the Company in November of 2009 (the "Separation
Agreement");
WHEREAS, Executive signed an Indemnity Agreement with the Company (the "Indemnity Agreement"), which is attached as Exhibit C to the
Separation Agreement;
WHEREAS, Executive's resignation of his employment with the Company (the "Separation") shall be or was effective on February 28, 2010 (the
"Separation Date");
WHEREAS, Executive's Separation constitutes a "separation from service" from the Company under U.S. Treasury Regulation Section 1.409A-1(h)(1)
(ii);
WHEREAS, Executive is waiving certain rights under Executive's Change of Control and Retention Agreement, effective as of January 15, 2007 and
signed on November 25, 2008 (the "Change of Control and Retention Agreement"); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Executive
may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related
to Executive's employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
COVENANTS
1. Consideration.
a. Separation Payment. The Company shall pay Executive, in one lump sum, the sum of one-million two-hundred ninety-three thousand seven-
hundred fifty dollars ($1,293,750) less applicable withholdings (the "Severance Payment"), subject in all cases to the terms described in subsection (d) below.
The Company will report this Severance Payment on a Form W-2 issued to Executive for the year of payment. Executive's FY 2010 bonus payment (payable
in 2010) is included in the Severance Payment.