CHANGE IN CONTROL SEVERANCE AGREEMENT
This Change in Control Severance Agreement (this "Agreement"), dated as of October 10, 2003 (the "Effective
Date") is made by and between Peerless Systems Corporation (the "Company") and [__________________]
WHEREAS, the Executive is currently employed by the Company as
WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests
of the Company to institute formalized severance arrangements for certain of the executives of the Company,
including the Executive.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Company
and the Executive hereby agree as follows:
Section 1. Definitions.
For purposes of this Agreement, the following capitalized terms have the meanings set forth below:
"Cause" shall mean (i) willful and continued failure by the Executive to perform his or her duties (other than any
such failure resulting from the Executive's incapacity due to physical or mental illness or disability), (ii) willful
commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company, (iii)
conviction of, or entry by the Executive of a guilty or no contest plea to, the commission of a felony or a crime
involving moral turpitude, (iv) a willful breach by the Executive of his or her fiduciary duty to the Company which
results in economic or other injury to the Company, or (v) willful and material breach of the Executive's
confidentiality and non-solicitation covenants. The Company shall provide written notice to the Executive of its
determination that Cause exists and give the Executive an opportunity to cure such Cause and to have the matter
heard by the Board.
"Change in Control" shall mean (i) the acquisition by any person, entity or group (other than the Company, its
subsidiaries or any employee benefit plan of the Company) of fifty percent (50%) or more of the combined