Salesforce.com 2009 Annual Report Download - page 115

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of itself and its officers, directors and managing agents, agrees to refrain from any disparagement, defamation, libel, or slander of or about Executive, and
agrees to refrain from any tortious interference with the contracts and relationships of Executive. Executive understands that the Company's obligations under
this paragraph extend only to the Company's current and future executive officers and members of its Board of Directors, and only for so long as each officer
or member is an Executive or Director of the Company, as applicable.
12. Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this Supplemental Agreement or
otherwise payable to Executive (a) constitute "parachute payments" within the meaning of the Code Section 280G and (b) would be subject to the excise tax
imposed by Section 4999 of the Code, then such benefits shall 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 124 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, 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. Any reduction in
payments and/or benefits required by this Section shall occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid
to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of
the date of grant for Executive's equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In
no event will Executive exercise discretion in the order of any reduction in payments contemplated by this Section.
13. No Admission of Liability. No action taken by either Party, either previously or in connection with this Supplemental Agreement, shall be deemed
or construed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or admission by one Party of any fault or
liability whatsoever to the other Party or to any third party.