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Exhibit
10.2
CONFIDENTIAL SEPARATION
AGREEMENT
AND GENERAL RELEASE OF
CLAIMS
1. John Freeland
(“Employee”) was employed by salesforce.com, inc. (the
“Company”) beginning in September 2005. The Employee
has decided to terminate the employment relationship. It is the
Company’s desire to provide Employee with certain benefits
that he would not otherwise be entitled to receive upon his
termination of employment and to resolve any claims that Employee
has or may have against the Company. Accordingly, Employee and the
Company agree as set forth below. This Agreement will become
effective on the eighth day after it is signed by Employee (the
“Effective Date”), provided that Employee has not
revoked this Agreement (by written notice to David Schellhase,
General Counsel at the Company) prior to that date.
2. Employee’s
employment relationship with the Company hereby terminates
effective as of September 28, 2007 (the “Termination
Date”).
3. The Company shall provide
Employee with the following benefits after this Agreement becomes
effective:
A severance payment of
sixty-seven thousand, five hundred dollars ($67,500.00) less any
monies owed to the Company and less applicable withholding. This
amount will be payable within ten days following the Effective
Date.
Employee acknowledges that he has been
paid all wages and accrued, unused vacation that Employee earned
during his employment with the Company through the Termination
Date. Employee understands and acknowledges that he shall not be
entitled to any payments or benefits from the Company other than
those expressly set forth in this paragraph 3.
4. Employee and his
successors and assigns release the Company and its related
entities, past and present affiliates, shareholders, investors,
directors, officers, employees, agents, attorneys, insurers, legal
successors and assigns (the “Released Parties”) of and
from any and all claims, actions and causes of action, whether now
known or unknown, which Employee now has, or at any other time had,
or shall or may have against those Released Parties based upon or
arising out of any matter, cause, fact, thing, act or omission
whatsoever occurring or existing at any time up to and including
the Termination Date, including, but not limited to, any claims of
breach of contract, wrongful termination, retaliation, fraud,
defamation, infliction of emotional distress or national origin,
race, age, sex, sexual orientation, disability or other
discrimination or harassment under the Civil Rights Act of 1964,
the Age Discrimination In Employment Act of 1967, as amended, the
Older Workers Benefit Protection Act, the Americans with
Disabilities Act, the Fair Employment and Housing Act or any other
applicable law. However, this Release is not intended to bar any
claims that, by statute, may not be waived, such as claims for
workers’ compensation benefits, unemployment insurance
benefits, and any challenges to the validity of Employee’s
release of claims under the Age Discrimination in Employment Act of
1967, as amended, as set forth in this Agreement.
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5. Employee acknowledges that
he has read section 1542 of the Civil Code of the State of
California, which states in full:
A general release does not
extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or
her settlement with the debtor.
Employee waives any right which he has
or may have under section 1542 to the full extent that he may
lawfully waive such rights pertaining to this general release of
claims.
6. This Agreement is intended
to satisfy the requirements of the Older Workers’ Benefit
Protection Act, 29 U.S.C. sec. 626(f). Employee, by this Agreement,
is advised to consult with an attorney before executing this
Agreement.
Employee acknowledges and
agrees that (a) Employee has read and understands the terms of
this Agreement; (b) Employee has been advised in writing to
consult with an attorney before executing this Agreement;
(c) Employee has obtained and considered such legal counsel as
Employee deems necessary; (d) Employee has been given up to
twenty-one (21) days to consider whet
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