Salesforce.com 2008 Annual Report Download - page 111

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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 4. Any reduction in payments and/or benefits required by this Section 4 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.
5. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:
(a) Cause. "Cause" shall mean (i) an act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee and
intended to result in substantial personal enrichment of the Executive, (ii) Executive being convicted of a felony, (iii) a willful act by the Executive
which constitutes gross misconduct and which is injurious to the Company, (iv) following delivery to the Executive of a written demand for
performance from the Company which describes the basis for the Company's reasonable belief that the Executive has not substantially performed his
duties, continued violations by the Executive of the Executive's obligations to the Company which are demonstrably willful and deliberate on the
Executive's part.
(b) Change of Control. "Change of Control" means the occurrence of any of the following, in one or a series of related transactions:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company's then outstanding voting securities; or
(ii) Any action or event occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent
Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or
(iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
(iv) The consummation of the sale, lease or other disposition by the Company of all or substantially all the Company's assets.
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