Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2014, salesforce.com, inc. (the "Company") announced the appointment
of Mark J. Hawkins to serve as the Company's Chief Financial Officer, effective
August 1, 2014. Mr. Hawkins replaces Graham Smith, who intends to remain with
the Company in an advisory role until his retirement on March 31, 2015, the
terms of which were previously disclosed by the Company on a Form 8-K filed
February 28, 2014.
Prior to joining the Company, Mr. Hawkins, age 55, served as Executive Vice
President and Chief Financial Officer and principal financial officer for
Autodesk, Inc., a design software and services company, since April 2009. From
April 2006 to April 2009, Mr. Hawkins served as Senior Vice President, Finance
and Information Technology, and Chief Financial Officer of Logitech
International S.A. Previously, Mr. Hawkins held various finance and
business-management roles with Dell Inc. and Hewlett-Packard Company.
Mr. Hawkins served on the Board of Directors of BMC Software, Inc. from May 2010
through September 2013 at which time BMC was taken private. Mr. Hawkins holds a
B.A. in Operations Management from Michigan State University and an M.B.A. in
Finance from the University of Colorado. He also completed the Advanced
Management Program at Harvard Business School.
There are no arrangements or understandings between Mr. Hawkins and any other
persons pursuant to which he was selected as an officer, he has no family
relationships with any of the Company's directors or executive officers and he
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Offer Letter
The Company entered into an employment offer letter (the "Agreement") with
Mr. Hawkins. The Agreement has no specified term, and Mr. Hawkins' employment
with the Company will be on an at-will basis. The material terms of the
Agreement are summarized below.
Base Salary and Bonus. Mr. Hawkins will receive an annual base salary of
$650,000, subject to annual review, and an initial annual bonus targeted at 100%
of base salary. He will also receive a sign-on bonus of $500,000, payable in two
installments. He may also receive such further bonuses as may be determined from
time to time by the Board or a committee thereof pursuant to the Company's bonus
plan and based on periodically articulated metrics as to individual and Company
Equity Award. The Company intends to issue Mr. Hawkins 30,000 restricted stock
units and an option to purchase 413,000 shares of the Company's common stock at
an exercise price equal to the per share closing price of the Company's common
stock on the date of grant. These equity awards will be subject to the Company's
standard time-based vesting provisions.
Severance Terms. If the Company terminates Mr. Hawkins' employment without cause
or if Mr. Hawkins voluntarily terminates his employment for good reason, each as
defined in the Agreement, he will be entitled to receive: a payment equal to one
year of his annual base salary and his annual target bonus, each at the level in
effect immediately prior to his termination date, in 12 monthly installments
(which payments will cease if he accepts employment with another party during
such time); and reimbursement of unpaid expenses. Receipt of these severance
benefits under the Agreement is conditioned upon execution by Mr. Hawkins of a
release of claims in favor of the Company.
Other Benefits. Mr. Hawkins is eligible to participate in the benefit programs
generally available to senior executives of the Company. The Company will
reimburse Mr. Hawkins for reasonable expenses incurred in connection with the
performance of his duties under the Agreement.
Mr. Hawkins' bonuses and equity grants will be subject to the Company's
"clawback" policies as in effect from time to time.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein. The
Company also intends to enter into its standard form of indemnification
agreement with Mr. Hawkins, which is filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1/A filed on April 20, 2004 and is incorporated
by reference herein, and its standard form of change of control and retention
agreement applicable to non-CEO Section 16 officers, which is filed as Exhibit
10.14 to the Company's Annual Report on Form 10-K filed on March 9, 2009 and is
incorporated by reference herein.
Attached to this Form 8-K is a press release regarding Mr. Hawkins' appointment
as Chief Financial Officer. The information in the press release attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Item 9.01. Financial Statements and Exhibits.
10.1 Employment Offer Letter, dated June 11, 2014, between salesforce.com,
inc. and Mark Hawkins
99.1 Press Release dated June 30, 2014