CONFIDENTIAL SEPARATION AGREEMENT
AND MUTUAL RELEASE
THIS CONFIDENTIAL SEPARATION AGREEMENT AND MUTUAL RELEASE (“Agreement”) is
entered into as of this 4th day of June 2004, (“Date of this Agreement”) by and between Peerless Systems
Corporation (the “Company”), on the one hand, and Denis W. Retoske (the “Executive”), on the other hand.
WHEREAS, the employment relationship between the Company and Executive is being terminated;
WHEREAS, Executive and the Company desire to specify the terms of the separation. For and in
consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, the Company
and the Executive agree as follows:
1. Employment Status. Executive hereby resigns from all positions as an employee and officer of the
Company and any affiliates effective June 4, 2004, (the “Resignation Date”). Executive has received all
compensation earned through the Resignation Date, including without limitation, any accrued, unused vacation
pay. Executive understands that he will not be entitled to any compensation or benefits of employment beyond the
Resignation Date, except as set forth below. Executive further understands that he is giving up all rights and
benefits of employment with the Company except as set forth below.
2. Return of Company Property. Executive will return to the Company, all files, records, reports,
data, correspondence, memoranda and other documents (including handwritten notes regarding, and drafts of
same), equipment, pager, keys and all other physical, intellectual or personal property which Executive received
from the Company and which are the property of the Company on or before the Resignation Date. Executive
shall be entitled to retain his laptop computer and his office chair until the completion of consulting support to the
Board of Directors, or as otherwise determined.
3. Severance Payments to Executive. In considerati