Exhibit
10.2
CONSULTING
AGREEMENT
This Consulting
Agreement (this "Agreement") is made and entered into as of August
6, 2009, by and between Peerless Systems Corporation, a Delaware
corporation (the "Company"), and _______________ ("Consultant"),
with reference to the following facts:
WHEREAS , the parties hereto desire to enter into an
agreement under which Consultant will provide
services to the
Company as an independent contractor.
NOW, THEREFORE , in consideration of the mutual agreements and
covenants contained herein, the
parties hereto
hereby agree as follows:
1.
Engagement and Term . The Company hereby engages the
services of Consultant and Consultant hereby accepts such
engagement upon the terms and conditions set forth herein for a
term commencing on the date hereof and terminating on August
5, 2010.
2.
Duties; Nature of Services . Consultant shall perform such
duties pertaining to the Company's
business as the
Company's Chief Executive Officer or Board of Directors may request
from time to time, which duties shall include providing advice
and guidance to the Company in connection with its business,
strategy, operations and financings; provided, however,
Consultant's duties shall not exceed twenty (20) hours in the
aggregate during any thirty (30) calendar day period.
Consultant may render his services by telephone, videoconference
and/or any other remote methods as Consultant may reasonably
determine.
3.
Compensation . In consideration of the performance by
Consultant of his obligations under this
Agreement, as
soon as practicable after the execution and delivery of this
Agreement by both parties: (a) the Company shall pay to
Consultant a consulting fee in the amount of Twenty-Five
Thousand Dollars ($25,000), (b) the Company shall issue to
Consultant Ten Thousand (10,000) shares of the Company's
common stock in accordance with the Peerless Systems Corporation
2005 Incentive Award Plan, which shares shall be fully vested
upon issuance. As of the date hereof, all of
Consultant's unvested stock options in Company shall
immediately vest and be exercisable by
Consultant. Such options shall expire if not
exercised on or before August 5, 2010.
4.
Reimbursement of Expenses . Consultant shall be responsible
for his own expenses unless the
Board of
Directors of the Company requires in writing that Consultant incur
out of pocket expenses, in which event such expenses shall be
reimbursed by the Company.
5
.
Confidential Information; Company Property; Insider
Trading . During the term of this Agreeme
