EXHIBIT 99.1
SEVERANCE AND CONFIDENTIALITY
AGREEMENT
AND GENERAL AND SPECIAL
RELEASE
This Severance and Confidentiality
Agreement and General and Special Release (the
“Agreement”) is entered into as of this 17th day of
May, 2005, by and between Patricia Sueltz (the
“Employee”), on the one hand, and salesforce.com, inc.
(together with its subsidiary and affiliated corporations and
entities, the “Company”), on the other hand
(collectively, the “Parties”).
WHEREAS , Employee is employed by the Company in San
Francisco, California at its headquarters location;
WHEREAS , the Company and Employee mutually agree to
resolve all outstanding differences and to terminate
Employee’s employment relationship with the Company in an
orderly manner. In addition, the Company wishes to continue to
safeguard its proprietary and confidential information;
THEREFORE , in consideration of the promises and mutual
covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are expressly
acknowledged, the Parties agree as follows:
AGREEMENT
1. Employee’s
Resignation . Pursuant to this Agreement, Employee will
voluntarily resign from her position with the Company as of May 31,
2005 (the “Effective Date”).
2. Severance Payment . In
consideration for Employee’s (a) resignation, (b) release of
any and all claims she may have against the Company, if any, and
(c) adherence to each of the terms and conditions of this
Agreement, including, without limitation, Employee’s
obligations under Section 3, and provided that Employee has signed
this Agreement and has not later revoked it, the Parties agree as
follows:
a) Severance Payment . Within
ten (10) days after the later to occur of (i) the Effective Date,
or (ii) the date on which Employee has signed this Agreement and
returned it to the Company, and provided that Employee has not
revoked this Agreement pursuant to Section 4, below, the Company
shall make a lump sum payment to Employee in the amount of Six
Hundred and Fifty Thousand Dollars ($650,000.00) (the
“Severance Payment”), less applicable taxes,
withholdings, and deductions required by law.
b) No Other Compensation or
Benefits . Employee acknowledges and agrees that she has been
paid by the Company all salary, benefits or other compensation
(including any accrued but unpaid vacation pay) to which Employee
is entitled. Moreover, except as provided in this Agreement,
Employee shall not be entitled to receive any other
compensation or benefits of any sort from the
Company, its affiliates, or their officers, directors, employees,
agents, insurance companies, attorneys, shareholders, or
subsidiaries for, without limitation, salary, vacation, bonuses,
stock, stock options, health care continuation coverage or any
other compensation or benefits.
c) No Claims or Lawsuits .
Employee represents that she has not filed or asserted any
complaints, claims, or actions against the Released Parties
(defined below) with any state, federal, or local governmental
agency or court or arbitrator and that she will not do so at any
time hereafter, and that if any agency, court, or arbitrator
assumes jurisdiction of any complaint, claim, or action against the
Released Parties, Employee will direct that agency, court, or
arbitrator to withdraw from or dismiss with prejudice the
matter;
d) No Assistance . Employee
understands that if this Agreement were not signed, she would have
the right to voluntarily assist other individuals or entities in
bringing claims against the Company. Employee further understands
and agrees that she waives such right and she shall not aid or
assist others in their pursuit of claims against the Company unless
(1) Employee is required to provide such assistance pursuant to a
court order, or (2) Employee’s assistance is sought by the
EEOC or any other federal, state or local governmental
entity.
e) No Admission . This
Agreement and compliance with this Agreement shall not be construed
as an admission by the Company of any liability whatsoever, or as
an admission by the Company of any violation of the rights of
Employee or any person, or any violation of any order, law,
statute, duty, or contract whatsoever against Employee or any
person. The Company specifically denies and disclaims any liability
to Employee or any other person for any alleged violation of the
rights of Employee or any person, or for any alleged violation of
any order, law, statute, duty, or contract on the part of the
Company, its employees or agents or affiliated entities or their
employees or agents.
3. General and Special
Release . As a material inducement for the Company to enter
into this Agreement, Employee hereby forever releases and
discharges the Company, its subsidiary and affiliated corporations
and entities, and their respective past and present officers,
directors, managers, employees, agents, attorneys, successors and
assigns (collectively, “Released Parties”) from any and
all claims, charges, complaints, liens, demands, causes of action,
obligations, damages and liabilities, known or unknown ,
suspected or unsuspected , that Employee had, now has, or
may hereafter claim to have against the Released Parties, arising
out of or relating in any way to Employee’s hiring by,
employment with, or separation from the Company or otherwise
relating to any of the Released Parties from the beginning of time
through the Effective Date. This release specifically extends to,
without limitation, claims or causes of action for wrongful
termination, impairment of ability to compete in the open labor
market, breach of an express or implied contract, breach of the
covenant of good faith and fair dealing, breach of fiduciary duty,
fraud, misrepresentation, defamation, slander, infliction of
emotional distress, discrimination, harassment, retaliation,
disability, loss of future earnings, and claims under the
California Constitution, the United States Constitution, and
applicable state and federal fair employment laws, federal equal
employment opportunity laws, and federal and state labor statutes
and regulations, including, but not limited to, the Civil Rights
Act of 1964, as amended, the Fair Labor Standards Act, as amended,
the Worker Retraining and Notification Act of 1988,
2
as amended, the Americans With Disabilities Act
of 1990, as amended, the Rehabilitation Act of 1973, as amended,
the Employee Retirement Income Security Act of 1974, as amended,
the Age Discrimination in Employment Act, as amended, and the
California Fair Employment and Housing Act, as amended. However,
nothing in this Agreement shall be construed as a release of the
Company’s obligations under this Agreement. Furthermore,
nothing in this Agreement shall affect the U.S. Equal Employment
Opportunity Commission’s (“EEOC”) rights and
responsibilities to enforce the Civil Rights Act of 1964, as
amended, the Age Discrimination in Employment Act of 1967, as
amended, or any other applicable law, nor shall anything in this
Agreement be
