Salesforce.com 2006 Annual Report Download - page 98

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payment (less any withholding taxes) to the Executive's designated beneficiary, if living, or otherwise to the personal representative of the Executive's estate.
(c) Voluntary Resignation; Termination for Cause. If the Executive's employment with the Company terminates (i) voluntarily by the Executive
other than for Good Reason or Disability or (ii) for Cause by the Company, then the Executive shall not be entitled to receive severance or other benefits
except for those (if any) as may then be established under the Company's then existing severance and benefits plans and practices or pursuant to other written
agreements with the Company.
(d) Termination Outside Change of Control Period. In the event the Executive's employment is terminated for any reason outside of the Change
of Control Period, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company's
existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.
(e) Exclusive Remedy. In the event of a termination of Executive's employment within the Change of Control Period, the provisions of this
Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be entitled,
whether at law, tort or contract, in equity, or under this Agreement. The Executive shall be entitled to no benefits, compensation or other payments or rights
upon termination of employment following a Change in Control other than those benefits expressly set forth in this Section 3.
(f) Code Section 409A. Notwithstanding any other provision of this Agreement, if the Executive is a "specified employee" under Code
Section 409A and a delay in making any payment or providing any benefit under this Plan is required by Code Section 409A, such payments or benefits shall
not be made until the end of six (6) months following the date of the Executive's separation from service as required by Code Section 409A.
4. Golden Parachute Excise Tax Best Results. In the event that the severance and other benefits provided for in this agreement or otherwise payable to
Executive (a) constitute "parachute payments" within the meaning of Code Section 280G and (b) would be subject to the excise tax imposed by Section 4999
of the Code, then such benefits shall be 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 the Executive otherwise agree in writing, the determination of Executive's
excise tax liability and the amount required to be paid under this Section 4 shall be made in writing by the Company's independent auditors who are primarily
used by the Company immediately prior to the Change of Control (the "Accountants"). For purposes of making the calculations required by this Section 4, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and