Salesforce.com 2009 Annual Report Download - page 105

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7. No Cooperation. Executive agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless required to do so by
a subpoena, or other court order, or by a written demand from a government entity. The Company agrees that it will not knowingly encourage, counsel, or
assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party
against Executive, unless required to do so by a subpoena, or other court order, or by a written demand from a government entity.
8. Mutual Nondisparagement. Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to
refrain from any tortious interference with the contracts and relationships of any of the Releasees. The Company, on behalf 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.
9. No Admission of Liability. The Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of any and all
actual or potential disputed claims by the Parties. No action taken by either Party hereto, either previously or in connection with this Agreement, shall be
deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by either Party of
any fault or liability whatsoever to the other Party or to any third party.
10. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments provided to
Executive or made on his behalf under the terms of this Agreement. Executive agrees and understands that he is responsible for payment, if any, of personal
local, personal state, and/or personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or
assessments thereon. Executive further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest,
assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's
failure to pay or Executive's delayed payment of Executive's personal federal or personal state taxes, or (b) damages sustained by the Company by reason of
any claims, specifically set forth in (a) above, including attorneys' fees and costs. The foregoing payments and benefits set forth in Section 1(a) – (c) of this
Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.