Attached files
| file | filename |
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| EX-10.1 - PEERLESS SYSTEMS CORP | v184914_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 13,
2010
Date of
Report (Date of earliest event reported)
PEERLESS SYSTEMS
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation)
|
0-21287
(Commission
File Number)
|
95-3732595
(IRS
Employer
Identification
Number)
|
2361
Rosecrans Avenue
El
Segundo, CA 90245
(Address
of principal executive offices) (Zip Code)
(310)
536-0908
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On May
11, 2010, Peerless Systems Corporation (the “Company”) entered into an Amended
and Restated Employment Agreement (the “Agreement”) with Edward Gaughan, its
President and Vice President/Head of Sales (“Executive”), which amends and
restates in entirely Executive’s Employment Agreement dated December 8,
2009. Pursuant to the Agreement, Executive shall continue to receive
a salary of $200,000 per year, plus benefits. Executive is entitled
to receive retention bonuses of $40,000 and $100,000 if he is an employee in
good standing on May 31, 2010 and July 15, 2010,
respectively. Executive’s employment is at will, provided that
if the Company terminates him without Cause (as defined in the Agreement) prior
to the payment of the retention payments, the Company is required to make such
payments to Executive. The $100,000 payment is conditioned upon
Executive’s execution and delivery of a release to the Company.
Executive
is also entitled to a $40,000 bonus if he meets a performance targets with
respect to a new customer agreement, as well as 20% of the net payment to the
Company pursuant to the customer agreement in excess of the performance target.
The
foregoing summary is qualified in its entirety by reference to the Agreement,
which is filed herewith as Exhibit 10.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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Amended
and Restated Employment Agreement,. dated May 11, 2010, between
Peerless Systems Corporation and Edward
Gaughan.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
PEERLESS
SYSTEMS CORPORATION
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|||
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Date: May
13, 2010
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By:
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/s/
William Neil
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Name:
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William
Neil
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Title:
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Acting
Chief Executive Officer and Chief Financial
Officer
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