SALESFORCE.COM, INC. (NYSE:CRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective November 22, 2016, the Compensation Committee (the
Committee) of the Board of Directors of salesforce.com, inc. (the
Company) approved changes to the compensation arrangements of Mr.
Marc Benioff, our principal executive officer; Mr. Mark Hawkins,
our principal financial officer; and Messrs. Keith Block,
Alexandre Dayon, Parker Harris and Burke Norton, each a named
executive officer (collectively, the Named Executive Officers).

The table below sets forth the annual base salary and annual
target bonus for the Named Executive Officers that will be
effective on February 1, 2017 for fiscal year 2018. The bonus
amounts will be determined based upon achievement of a mix of
Company and individual performance objectives to the Companys
Kokua Bonus Plan.

Also effective November 22, 2016, the Committee approved stock
option, restricted stock unit and performance-based restricted
stock unit awards to the Named Executive Officers as set forth
below. 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 Companys 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.

The performance-based restricted stock unit awards granted to the
Named Executive Officers provide that, if the officer remains
employed through December 15, 2019, his shares will vest in a
percentage of the target number of shares shown above, between
zero and 200%, depending on how the Companys 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
Companys TSR over the Performance Period is at the
60^th percentile when ranked against the TSRs of the
companies in the Index Group, 50% of the target number of shares
will be eligible to vest. For every percentile by which the
Companys TSR ranking within the Index Group exceeds the
60^th percentile, the number of shares eligible to vest
will increase by 2^22/39% of target, up to a maximum
payout of 200% of target if the Companys TSR ranking is at the
99^th percentile. For every percentile by which the
Companys TSR ranking within the Index Group is below the
60^th percentile, the number of shares eligible to vest
will decrease by 3^1/3% of target, with no payout if
the Companys TSR ranking is below the 30^th percentile.
Additionally, if the Companys absolute TSR over the Performance
Period is negative, in no event will the number of shares
eligible to vest exceed 50% of the target amount, even if the
Companys TSR ranks above the 60^th percentile within
the Index Group.

Special vesting rules apply in the event of a change of control.
Each award provides that if a change of control of the Company
occurs during the officers employment, his shares will become
eligible to vest based on how the Companys 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% scale described
above (any such shares that become eligible to vest based the
Companys 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
officers continued employment through each vesting date. Any
shares eligible to vest based on the TSR performance are also
subject to accelerated

vesting if the officers 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.

Each performance-based restricted stock unit award is subject to
the terms and conditions of an award agreement, a form of which
is included as Exhibit 10.1 to this report on Form 8-K and which
is incorporated herein by reference and qualifies in its entirety
the above description of the awards terms.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits