Exhibit 10.1
June 12, 2008
Mr. Richard L. Roll
15 Celano
Laguna Niguel, California 92677
Dear
Rick:
This
binding letter sets forth our agreement concerning the terms on
which you would be employed as Chief Executive Officer and
President of Peerless Systems Corporation (“Peerless”).
Presently, you are employed as Peerless’ Chief Executive
Officer and President. You will continue your employment with
Peerless under this binding letter agreement as of June 12,
2008. This letter supersedes and hereby terminates that certain
letter agreement, dated as of December 12, 2006, by and
between you and Peerless, as amended on May 17, 2007. Except
as expressly modified by this letter, the terms and conditions of
that certain Stock Option Agreement covering your 600,000 stock
options to purchase shares of Peerless shall remain in full force
and effect.
Your
compensation will consist of the following benefits which are
described more fully below:
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Bi-Weekly Salary |
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$13,076.92 ($340,000 base
salary) |
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Total Target Bonus |
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$180,000 |
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Benefits |
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Standard Peerless executive
package |
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Severance |
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See below |
The
Target Bonus will be paid out semi-annually (within thirty days
(30) following the end of the applicable six-month bonus
period) and will be contingent upon the achievement of
Peerless’ performance goals which would be set annually by
Peerless’ Compensation Committee and the Board of Directors
(the “Board”). To receive any Target Bonus payment, you
must have been employed by Peerless during the entire period to
which such payment relates. The Target Bonus criteria will be based
on the achievement of the following targets: 30% for revenue, 30%
for net income and 40% for corporate objectives and
milestones.
Our
benefits package currently includes medical, dental, vision,
disability, group life insurance and long-term care plans, as well
as a 401(k) plan and a flexible spending (cafeteria) plan.
Peerless pays for the employee’s insurance and contributes
toward family premiums. The 401(k) plan is employee contributory
with a company match of up to $2,000 per year. Peerless will also
provide four weeks of paid vacation. In addition, you will be
eligible for ten paid holidays and will be allocated eight sick
days annually on January 1, prorated during your first
year.
The
200,000 shares of restricted common stock that Peerless issued to
you on September 24, 2007 are deemed to have become fully
vested as of April 30, 2008 (the closing date of the KMC
transaction).
Upon
the termination of your employment by Peerless, other than for
cause (as defined below), or in the event of your death or
disability (as defined below), but subject to your execution and
delivery of a general release in favor of Peerless in a form
reasonably satisfactory to Peerless, you shall be entitled to
receive the following severance payments and benefits:
(a) a lump sum payable to you or your representatives within
ten (10) business days after your termination, death or
disability equal to:
The sum
of your monthly base salary plus $15,000 multiplied by the number
of months in the s
