Salesforce.com 2009 Annual Report Download - page 111

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d. Payment Conditions.
i. The separation payments and benefits described in subsections (a) and (b) above are contingent upon the effectiveness and
irrevocability of this Supplemental Agreement within thirty (30) days of the Separation Date (the "Release Deadline"). If the Supplemental Agreement is not
effective and irrevocable by the Release Deadline, Executive will forfeit all rights and entitlements to the payments and benefits set forth in subsections
(a) and (b) above. Notwithstanding the foregoing, should Executive die at any time before signing the Supplemental Agreement (and before the Release
Deadline), Executive's estate shall receive the Severance Payment provided that Executive's estate (and all relevant and proper parties) execute the
Supplemental Agreement within sixty (60) days following Executive's death. Payment to Executive's estate, if at all, shall be made in a one lump sum
payment within ten (10) business days following the effectiveness and irrevocability of the Supplemental Agreement.
ii. Executive is a "specified employee" within the meaning of Section 409A on the Separation Date and, as a result, the Severance
Payment will become payable, without interest, on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of
Executive's Separation, or, in each case, if earlier, Executive's date of death, pursuant to Section 409A(a)(2)(B)(i) of the Code, as determined in good faith by
the Company, in order to prevent income recognition, imposition of penalty taxes and interest charges on Executive under Section 409A(a)(1) of the Code and
similar state laws. Notwithstanding the foregoing, if Executive is not a "specified employee" within the meaning of Section 409A on the Separation Date, then
the Severance Payment shall be paid on the tenth (10th) business day following the Release Deadline.
e. Acknowledgement. Executive acknowledges and agrees that this Supplemental Agreement supersedes any prior representations or agreements,
whether written or oral, regarding severance pay and/or severance benefits, including, but not limited to, any rights and benefits under Executive's Change of
Control and Retention Agreement, including, but not limited to, Section 3 thereof; provided, however, that the specific provisions of Section 4 thereof
(relating to potential reduction of golden parachute payments and benefits) shall continue in effect following the effectiveness of this Supplemental
Agreement.
2. Confidential Information. Executive shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and
shall continue to comply with the terms and conditions of the Employee Inventions and Proprietary Rights Assignment Agreement between Executive and the
Company (the "Confidentiality Agreement"). Executive shall return all the Company property and confidential and proprietary information in his possession
to the Company on the Effective Date of this Supplemental Agreement.
3. Payment of Salary. Except as specifically described in a Schedule of Outstanding Compensation that is attached by Executive to this Supplemental
Agreement at the time of Executive's execution of this Supplemental Agreement, Executive acknowledges and represents that, except for the consideration
specifically set forth in Section 1 of this Supplemental Agreement, the Company has paid all salary, wages, bonuses, accrued vacation, commissions and any
and all other benefits due to Executive.