Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 22, 2020, the Compensation Committee (the "Committee") of the Board of
Directors of salesforce.com, inc. (the "Company") approved stock option,
restricted stock unit and performance-based restricted stock unit awards as set
forth below to Mr. Marc Benioff, our principal executive officer, Mr. Mark
Hawkins, our principal financial officer, and Messrs. Parker Harris, Srinivas
Tallapragada and Bret Taylor, each a named executive officer (collectively, the
"Named Executive Officers") in the Company's 2019 Proxy Statement. The stock
options grant the right to purchase shares of common stock at the fair market
value on the grant date. Both the stock option and restricted stock unit grants
are subject in each case to the Company's applicable standard four-year vesting
schedule. The performance-based restricted stock units are subject to vesting
based on a performance-based condition and a service-based condition, as
described in more detail below.
Stock Restricted Stock Performance-Based
Name Options Units Restricted Stock Units
Marc Benioff 201,782 n/a 86,344
Mark Hawkins 126,114 16,220 17,989
Parker Harris 138,725 17,841 19,788
Srinivas Tallapragada 138,725 17,841 19,788
Bret Taylor 151,336 19,463 21,586
The performance-based restricted stock unit awards granted to the Named
Executive Officers provide that, if the officer remains employed through May 15,
2023, his shares will vest in a percentage of the target number of shares shown
above, between zero and 200 percent, depending on how the Company's total
shareholder return ("TSR") ranks over the three-year period from the grant date
(the "Performance Period"), relative to the companies in the NASDAQ-100 Index as
of the grant date (the "Index Group"). If the Company's TSR over the Performance
Period is at the 60th percentile when ranked against the TSRs of the companies
in the Index Group, 100 percent of the target number of shares will be eligible
to vest. For every percentile by which the Company's TSR ranking within the
Index Group exceeds the 60th percentile, the number of shares eligible to vest
will increase by 2 22/39 percent of target, up to a maximum payout of
200 percent of target if the Company's TSR ranking is at the 99th percentile.
For every percentile by which the Company's TSR ranking within the Index Group
is below the 60th percentile, the number of shares eligible to vest will
decrease by 3 1/3 percent of target, with no payout if the Company's TSR ranking
is below the 30th percentile. Additionally, if the Company's absolute TSR over
the Performance Period is negative, in no event will the number of shares
eligible to vest exceed 100 percent of the target amount, even if the Company's
TSR ranks above the 60th percentile within the Index Group.
Special vesting rules apply to the performance-based restricted stock units in
the event of a change of control. Each award provides that if a change of
control of the Company occurs during the officer's employment, his shares will
become eligible to vest based on how the Company's TSR performance ranks
relative to the Index Group from the grant date through the date of the change
of control (instead of through the three-year Performance Period), using the
same zero to 200 percent scale described above (any such shares that become
eligible to vest based the Company's TSR performance as compared to the Index
Group through the date of the change of control are referred to as "eligible
shares"). A portion of the service-based condition will be considered satisfied
as of the date of a change of control, and a pro-rated portion of the eligible
shares (if any) will vest to reflect service through that date, with the
remaining eligible shares vesting in equal quarterly installments thereafter
over the balance of the original Performance Period, subject to the officer's
continued employment through each vesting date. Any shares eligible to vest
based on the TSR performance are also subject to accelerated vesting if the
officer's employment terminates within three months before, or 18 months after,
a change of control in a qualifying termination of employment, determined in
accordance with the terms of his existing change of control and retention
agreement.
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