SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

PEOPLESOFT, INC.

(Name of Subject Company)

PEOPLESOFT, INC.
(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

712713106

(CUSIP Number of Class of Securities)

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000

(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

     o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

1

Purpose of Amendment

     The purpose of this amendment is to amend and supplement Items 6 and 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PeopleSoft, Inc. (the “Company”) on June 11, 2003 and subsequently amended and to add additional exhibits to Item 9 and revise the exhibit index accordingly.

Item 6. Interest in Securities of the Subject Company

     Item 6 is hereby amended and supplemented as follows:

     Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.

2

			Number Shares
	Date of	Nature of	of Common	Purchase/Sale
Name	Transaction	Transaction	Stock	Price
Company	11/03/03	Repurchase*	900,000	$21.44**
Anne S. Jordan	11/04/03	Option Exercise/Immediate Sale***	11,388	$13.63/ $21.50
Company	11/04/03	Repurchase*	1,050,000	$21.39**
Nanci Caldwell	11/05/03	Sale***	1,562	$21.31
Guy Dubois	11/05/03	Sale***	3,125	$21.49
David A. Duffield	11/05/03	Sale***	25,000	$21.47
Michael P. Gregoire	11/05/03	Sale***	1,562	$21.53
Ram Gupta	11/05/03	Sale***	3,125	$21.49
Anne S. Jordan	11/05/03	Option Exercise/Immediate Sale***	3,612	$13.63/ $21.50
Anne S. Jordan	11/05/03	Sale****	280	$21.56
Kevin T. Parker	11/05/03	Sale***	2,187	$21.49
Philip W. Wilmington	11/05/03	Sale***	3,125	$21.53
Company	11/05/03	Repurchase*	1,000,000	$21.45**
Company	11/06/03	Repurchase*	950,000	$21.93**
Company	11/07/03	Repurchase*	1,000,000	$22.48**
Company	11/10/03	Repurchase*	800,000	$22.39**
Company	11/11/03	Repurchase*	1,100,000	$21.54**
David A. Duffield	11/12/03	Sale***	25,000	$21.56

*      Repurchase made on the NASDAQ National Market pursuant to Company’s stock repurchase program, the authorization of which was previously announced on September 4, 2003.

**      Average price.

***      Sale pursuant to Rule 10b5-1(c) trading plan, providing for automatic transactions upon establishment of a written contract, plan or instructions under conditions specified in the Rule.

****      Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of restricted stock in accordance with Rule 16b-3.

3

Item 8. Additional Information

     Item 8 is hereby amended and supplemented as follows:

     Customer Assurance Program

     During the third fiscal quarter of 2003, PeopleSoft included Customer Assurance Program protections in most of the customer contracts, which generally provide for payments ranging from two to five times the amount of designated payments made by the customer which are triggered in certain defined circumstances.

     PeopleSoft’s third quarter contracts which included the Customer Assurance Program protections generally included two different sets of program terms. Most of the contracts included the Customer Assurance Program terms previously described in Amendment No. 4 to this Solicitation/Recommendation Statement. Contracts executed late in the quarter generally included the terms filed as exhibit (e)(6)(i) to this Amendment No. 11 to this Solicitation/Recommendation Statement. The language in exhibit (e)(6)(i) replaces the language previously filed in error as exhibit (e)(6) to Amendment No. 9 to this Solicitation/Recommendation Statement. The Company does not believe any contract contained the language incorrectly filed with Amendment No. 9.

     After the latter contracts were signed, the Company sent each customer that signed such contract a letter clarifying that the Company would not be deemed acquired within the meaning of the Customer Assurance Program terms as a result of a change in the majority of the Board of Directors unless PeopleSoft were acquired after the change in the Board. A copy of a form of letter is attached as exhibit (e)(7) to this Amendment No. 11 to this Solicitation/Recommendation Statement. Contracts containing Customer Assurance Program terms entered into after September 30, 2003 generally include the clarifying language referred to above. Attached as exhibit (e)(8) and incorporated herein by this reference are the terms of the Customer Assurance Program generally utilized after September 30, 2003, which include the clarifying language referred to above.

     Of the approximately $807 million maximum potential amount of future payments which may be required to be made under the Customer Assurance Program provisions as of September 30, 2003, approximately $155.9 million represents potential payments under the contracts containing the language contained in exhibit (e)(6)(i).

     With the exception of no more than 20 contracts, the Customer Assurance Program terms were not included in contracts signed with customers after October 17, 2003. PeopleSoft is currently considering whether and on what terms it will extend the Customer Assurance Program.

Litigation Matters

     On June 13, 2003, the Company filed a suit in the California Superior Court for the County of Alameda against Oracle Corporation and Pepper Acquisition Corp. The Company alleges that in connection with Oracle’s proposed tender offer, the defendants have engaged in: (i) unfair trade practices in violation of California’s Business and Professions Code; (ii) acts of unlawful interference with the Company’s contracts with its customers; (iii) acts of unlawful interference with the Company’s relationships with its prospective customers; and (iv) acts of unlawful disparagement of the Company’s products and services. The Company seeks an injunction precluding defendants’ unfair trade practices and other unlawful actions, proceeding further with the tender offer, restitution and damages. The complaint was previously filed as exhibit (a)(9). On August 12, 2003, the Company filed a First Amended Complaint, asserting new facts in connection with the claims made in the original complaint and bringing claims on behalf of J.D. Edwards & Co. The First Amended Complaint was previously filed as exhibit (a)(48) (redacted version) and exhibit (a)(51) (unredacted version). On September 11, 2003, Oracle Corporation and Pepper Acquisition Corp. filed a Notice of Demurrer and Demurrer to Plaintiff’s First Amended Complaint, asserting that the Company failed to state facts sufficient to constitute any causes of action alleged in its First Amended Complaint. On November 5, 2003, the Superior Court of the State of California, County of Alameda entered an Order regarding the Demurrer to the First Amended Complaint. The Demurrer was overruled in part, sustained with leave to amend in part, and sustained without leave to amend in part. The Order is filed herewith as exhibit (a)(56).

     On November 6, 2003, plaintiffs in the matter captioned In re: PeopleSoft, Inc. Shareholder Litigation, pending in the Delaware Court of Chancery, filed a motion for preliminary injunction seeking to enjoin PeopleSoft and its directors, officers and employees from continuing the Company’s Customer Assurance Program. In their motion, plaintiffs assert that the terms of the revised Customer Assurance Program constitute a disproportionate and unreasonable response to any perceived threat from Oracle’s outstanding tender Offer. Plaintiffs have moved for an order expediting consideration of their motion for a preliminary injunction.

     On November 10, 2003, Oracle and Pepper Acquisition Corp. also filed a motion for preliminary injunction in the matter captioned Oracle Corp. v. PeopleSoft, Inc, which is consolidated in the Delaware Court of Chancery with the shareholder litigation described above. In its motion for preliminary injunction, Oracle similarly seeks to enjoin the PeopleSoft defendants from continuing to offer customers the terms contained in the revised Customer Assurance Program. On the same date, Oracle also filed motions seeking leave of the Court to amend its Complaint and to expedite its motion for a preliminary injunction. The Court of Chancery has scheduled a hearing for November 19, 2003 to consider plaintiffs’ and Oracle’s motions to expedite consideration of their preliminary injunction applications.

Amendment of Bylaws

     On November 5, 2003, the Board of Directors of the Company (the “Board”) unanimously approved an amendment to Bylaws of the Company with respect to stockholder nominations for persons to be elected to the Board. The Board determined that the advance notice period for director nominations by stockholders should be lengthened in order to provide stockholders with a sufficient amount of time to consider the issues raised by any nomination. The amended Bylaws provide that stockholder nominations for directors generally have to be received in writing by the Company at least 120 days prior to the date of the stockholders meeting. The amendment also added a requirement that a stockholder nominating a person for the Board provide to the Company certain additional information regarding the nominee and the stockholder. A copy of the Bylaw amendment is filed herewith as exhibit (e)(9).

Item 9. Materials to Be Filed as Exhibits

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)

4

Exhibit No.	Document
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)

5

Exhibit No.	Document
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
††††† (a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003
(a)(56)	Order entered by the Superior Court of California, County of Alameda
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
†††††(e)(6)	Terms of Customer Assurance Program (replaced)
††††††(e)(6)(i)	Terms of Customer Assurance Program (replacement version)
(e)(7)	Form of letter sent to customers
(e)(8)	Terms of Customer Assurance Program
(e)(9)	Amendment No.1 to the Bylaws of PeopleSoft

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the

	SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

6

†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
†††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.
††††††	This exhibit replaces and supersedes exhibit (e)(6) which previously was filed in error.

7

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

		PEOPLESOFT, INC.
By:	/s/ KEVIN T. PARKER
		Kevin T. Parker Executive Vice President Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)

Date: November 14, 2003

8

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(25)	Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)

9

Exhibit No.	Document
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures

10

Exhibit No.	Document
††††† (a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003
(a)(56)	Order entered by the Superior Court of California, County of Alameda
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
†††††(e)(6)	Terms of Customer Assurance Program (replaced)
††††††(e)(6)(i)	Terms of Customer Assurance Program (replacement version)
(e)(7)	Form of letter sent to customers
(e)(8)	Terms of Customer Assurance Program
(e)(9)	Amendment No.1 to the Bylaws of PeopleSoft

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
†††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.
††††††	This exhibit replaces and supersedes exhibit (e)(6) which previously was filed in error.

11 EX-99.(A)(56) 3 f92476b2exv99wxayx56y.htm EXHIBIT (A)(56)

Exhibit (a)(56)

Gibson, Dunn & Crutcher	Bingham, McCutchen, LLP
Attn: Dickey, Jonathan C.	Attn: Balabanian, David M.
1530 Page Mill Rd.	Three Embarcadero Center
Palo Alto, CA 94304	San Francisco, CA 94111-4067

Superior Court of California, County of Alameda
Rene C. Davidson Alameda County Courthouse

Peoplesoft, Inc.	No. RG03101434
Plaintiff/Petitioner(s)
VS.	Order
	Demurrer to the First Amended Complaint
Oracle Corporation	Sustained
Defendant/Respondent(s)
(Abbreviated Title)

The Demurrer to the First Amended Complaint filed for Pepper Acquisition Corp. and Oracle Corporation was set for hearing on 11/04/2003 at 10:00 AM in Department 22 before the Honorable Ronald M. Sabraw. The Tentative Ruling was published and was contested.

The matter was argued and submitted, and good cause appearing therefore,

IT IS HEREBY ORDERED THAT:

The tentative ruling is affirmed as follows: Demurrer of Oracle to the First Amended Complaint is OVERRULED in part, SUSTAINED WITH LEAVE TO AMEND in part, and SUSTAINED WITHOUT LEAVE TO AMEND in part.

PeopleSoft’s First Amended Complaint alleges that Oracle has made false and misleading factual representations about PeopleSoft to its customers and the public about PeopleSoft’s products, PeopleSoft’s economic viability, as well as Oracle’s products and plans. (P’s oppo at 1:12-19.) PeopleSoft is not challenging the statements that Oracle made in its tender offer. (P’s oppo at 1:11-12.)

The parties have not identified clear appellate guidelines concerning the interaction of federal law regarding disclosures to shareholders made pursuant to the tender offer and state law regarding alleged misrepresentations to customers and prospective customers.

There is no authority for the proposition that Oracle’s pending tender offer for PeopleSoft gives it legal immunity from liability for actions that would be actionable in the absence of the tender offer. Likewise, there is no authority for the proposition that merely filing a document with the SEC creates a privilege for everything stated in the document. Civil Code 47 does not protect routine filings with the SEC. ComputerXpress, Inc. v. Jackson (2001) 93 Cal. App. 4th 993, 1009, cited by Oracle, is distinguishable because it concerned filings with the SEC soliciting an SEC investigation and was a communication to or from governmental officials in anticipation of formal proceedings.

Therefore, the Court has viewed the claims through the prism of “would the First Amended Complaint state a claim if Oracle had engaged in the conduct alleged in the absence of a tender offer for PeopleSoft.”

First Cause of Action (Business and Professions 17500). OVERRULED. The 1AC adequately alleges false statements concerning PeopleSoft. (1AC at para 54; P’s Oppo at 6:10-28.)

Second Cause of Action (Intentional Interference with Contractal Relations). SUSTAINED WITH

Order

LEAVE TO AMEND to allege that Oracle knew of and intended to interfere with specific contracts with specific customers. Quelimane Co. v. Stewart Title Guaranty Co., 19 Cal. 4th 26, 55, defines the elements of the cause of action for intentional interference with contractual relations as (1) a valid contract between plaintiff and a third party; (2) defendant’s knowledge of this contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.” The 1AC does not adequately allege a claim of interference with PeopleSoft’s current customers because it does not allege that Oracle knew of any specific contract and intentionally acted to breach or disrupt that contract. General allegations that Oracle knew that PeopleSoft had contracts with unspecified customers and that Oracle’s actions were likely to cause a breach or disruption of those unspecified contracts is not sufficient to state a claim.

Third Cause of Action (Trade Libel). OVERRULED. Trade libel is defined as an intentional disparagement of the quality of property, which results in pecuniary damage to plaintiff. Polygram Records, Inc. v. Superior Court, (1985) 170 Cal. App. 3d 543, 548. The 1AC adequately alleges a claim of trade libel. (1AC at para 32, 54, 63, 80(b), 82-83). The First Amended Complaint does not state a claim for defamation.

Fourth Cause of Action (Intentional Interference with Prospective Economic Advantage). OVERRULED. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1154, states that the elements of the tort of intentional interference with prospective economic advantage are (1) an economic relationship between the plaintiff and some third party, with the probability of future economic benefit to the plaintiff; (2) the defendant’s knowledge of the relationship; (3) intentional and wrongful acts on the part of the defendant designed to disrupt the relationship; (4) actual disruption of the relationship; and (5) economic harm to the plaintiff proximately caused by the acts of the defendant. Della Penna v. Toyota Motor Sales, U.S.A., 11 Cal. 4th 376, 392-393, stresses that a plaintiff seeking to recover for alleged interference with prospective economic relations has the burden of pleading and proving that the defendant’s interference was wrongful “by some measure beyond the fact of the interference itself.”

Oracle asserts that its actions were not independently wrongful under the competition privilege. Bed, Bath & Beyond of La Jolla, Inc. v. La Jolla Village, 52 Cal. App. 4th 867, 880, states that California law has long recognized a “competition privilege” that protects one from liability for inducing a third person not to enter into a prospective contractual relation with a business competitor. The privilege applies where (a) the relation [between the competitor and third person] concerns a matter involved in the competition between the actor and the competitor, and (b) the actor does not employ improper means, and (c) the actor does not intend thereby to create or continue an illegal restraint of competition, and (d) the actor’s purpose is at least in part to advance his interest in his competition with the other. This is an element of the claim. Gemini Aluminum Corp. v. California Custom Shapes, Inc., 95 Cal. App. 4th 1249, 1256.

The 1AC adequately alleges intentional and wrongful acts such as deceptive advertising that, if true, might support a claim. (1AC at para 5, 19, 22, 25, 28, 32, 50, 54-55, 59, 63, 70-71).

Fifth Cause of Action (Negligent Interference with Prospective Economic Advantage). SUSTAINED WITHOUT LEAVE TO AMEND. Lange v. TIG Ins. Co., 68 Cal. App. 4th 1179, 1187-1188, holds, “The tort of negligent interference with economic relationship arises only when the defendant owes the plaintiff a duty of care. For negligent interference, a defendant’s conduct is blameworthy only if it was independently wrongful apart from the interference itself.” The First Amended Complaint alleges that PeopleSoft and Oracle are competitors and that Oracle intended to acquire PeopleSoft. (1AC para 17.) Under these circumstances, PeopleSoft cannot allege that Oracle owed it a duty of care.

Sixth Cause of Action (Business and Professions 17200). SUSTAINED WITH LEAVE TO AMEND. The Court cannot determine the nature of the claim.

A plaintiff alleging an unfair business practice under the UCL must state with reasonable particularity the facts supporting the statutory elements of the violation. Khoury v. Maly’s of California, Inc. (1993) 14 Cal. App. 4th 612, 619. Reasonable particularity is required because a UCL “unlawful” or “unfair” claim could borrow from or be tethered to any federal, state or municipal statute or regulation or any body of case law. Gregory v. Albertson’s, Inc. (2002) 104 Cal. App. 4th 845, 851, 854; Wang v. Massey Chevrolet (2002) 97 Cal. App. 4th 856, 871. Just as a pleading would be uncertain if it asserted that the defendant violated “any or all California statutes,” a pleading uncertain if it asserts a

Order

UCL claim that a business practice is unlawful, unfair, or fraudulent without providing greater specificity.

The Court observes that responding to a cause of action under the UCL presents many of the same challenges as determining the statute of limitations under the Unruh Act. In Gatto v. County of Sonoma (2002) 98 Cal.App.4th 744, 754-760, the Court held that although the Unruh Act comprises only Civil Code section 51, all Unruh Act claims are not subject to the same statute of limitations. The Court noted that the Unruh Act “is increasingly treated as an omnibus anti-discrimination statute no longer limited to merely ensuring equal access to accommodations,” that Courts should not assume that all Unruh Act claims are subject to the same statute of limitations, and that such an assumption “fails to attend to the complexity of the Unruh Act and the variety of claims that may be adjudicated under its rubric.” The Court concluded that no single statute of limitations applies to all claims under the Unruh Act and that the nature of the claim will determine the applicable limitations period. Similarly, although the UCL is a single statute all UCL counts do not state a single cause of action. The statute is complex and a plaintiff may seek to adjudicate a variety of causes of action under its rubric.

Therefore, Plaintiff must identify the business practice(s) at issue, and if applicable, the statutes, regulations or other law borrowed in support of an “unlawful” claim, the statutes, regulations or other law to which any “unfair” claim may be tethered, and the misrepresentations or omissions that support any “fraudulent” claim.

If applicable, Plaintiff should consider stating separate causes of action for the unlawful, unfair, and fraudulent claims.

FURTHER PLEADING.

Plaintiff must file any Second Amended Complaint on or before November 21, 2003. Defendant must file a responsive pleading on or before December 12, 2003.

Dated: 11/05/2003 /s/ Ronald M. Sabraw
Judge Ronald M. Sabraw

Order

SHORT TITLE:	CASE NUMBER:
Peoplesoft, Inc. VS Oracle Corporation	RG03101434

ADDITIONAL ADDRESSES

Bingham McCutchen LLP
Attn: Hibbard, Stephen D
Three Embarcadero Center
San Francisco, CA 94111-4067
 
 
 
 
Davis Polk & Wardwell
Attn: Kelly, William M
1600 El Camino Real
Menlo Park, CA 94025

Order

EX-99.(A)(56)

Exhibit (a)(56)

EX-99.(E)(6)(I)

Exhibit (e)(6)(i)

1. Customer Assurance Program.

1.1 PeopleSoft agrees to pay to Licensee: (a) the Total Fees set forth in the table in this Schedule and paid to PeopleSoft, minus any fees included on the Schedule for installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER HERE] (“Payment”) if:

     (i) on or before two (2) years from the Schedule Effective Date, PeopleSoft, Inc. is Acquired by an entity not owned or controlled by or under the control of PeopleSoft, Inc. (“Acquiring Entity”) (hereinafter, the “Acquisition”); and

     (ii) on or before four (4) years from the Schedule Effective Date, the Acquiring Entity informs Licensee of or announces its intention:

(a) to discontinue or discontinues Support Services for the Supportable Modules effective before the end of the Applicable Support Term, or materially reduces the level of Support Services for the Supportable Modules from the level of Support Services provided by PeopleSoft during the ninety (90) day period immediately preceding an Acquisition, or

(b) to discontinue or discontinues licensing the Supportable Modules to new licensees of PeopleSoft or existing licensees of PeopleSoft which have not, as of the date of the Acquisition, licensed applications in the same application suite (examples of suites include HR, Financials, CRM and Supply Chain/Manufacturing) as the Supportable Modules, or

(c) to reduce, or materially reduces, the amount of money spent or to be spent in a calendar year to (i) develop Updates for the Supportable Modules or (ii) provide Support Services, from the level of spent by PeopleSoft during the twelve (12) month period immediately preceding an Acquisition, or

(d) to delay, or delays, the timing of release of Updates or new releases for the Supportable Modules, or to reduce the extent and quality of such Updates and new releases, when compared to the timing, extent and quality of Updates and new releases that PeopleSoft delivered in the major release cycle completed immediately preceding an Acquisition, or

(e) to reduce or limit, or reduces or limits the ability of the Supportable Modules to integrate or operate with databases, software, products and technologies (collectively “Third Party Products”) that the Supportable Modules integrated or operated with as of the date of the Acquisition unless (i) the Supportable Modules which integrated or operated with such Third Party Products aggregated less than 2% of total sales of Supportable Modules during the twelve month period preceding the Acquisition, or (ii) the license to use or integrate or operate with a Third Party Product expires by its terms or is terminated by the licensor, and a replacement Third Party Product or PeopleSoft technology is available

and there is no or only minimal cost to PeopleSoft licensees in moving to the different Third Party Product or PeopleSoft technology.

     (iii) Licensee requests the Payment in writing to PeopleSoft or the Acquiring Entity on or before June 30, 2008, and

     (iv) Licensee is at the time the Payment is requested, and has been, a continuous, compliant subscriber to Support Services and no monies are owed under its agreements with PeopleSoft as of the date Payment is requested.

1.2 The Payment described in this Section is Licensee’s sole and exclusive remedy for any liability of PeopleSoft or its affiliates or the Acquiring Entity arising out of or related to the events described in (i) and (ii) above and will be reduced by any other amounts or damages Licensee seeks or recovers from PeopleSoft in relation to this Schedule or the events described in (i) and (ii) above.

1.3 The offer set forth in this section entitled “Customer Assurance Program” shall expire on the earlier of: i) the expiration date defined in Section    of this Schedule; ii) October 17, 2003; or iii) the date Oracle Corporation announces its withdrawal of its tender offer to acquire PeopleSoft.

1.4 For purposes of this Section only, the following terms are defined as set forth below.

(i) “Acquired” means:

(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of PeopleSoft representing fifty-one percent (51%) or more of the total voting power represented by PeopleSoft’s then outstanding voting securities; or

(b) There is a change in the composition of the Board occurring within a two year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of PeopleSoft as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to PeopleSoft); or

(c) The consummation of a merger or consolidation of PeopleSoft with any other corporation, other than a merger or consolidation which would result in the voting securities of PeopleSoft outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of PeopleSoft or

such surviving entity outstanding immediately after such merger or consolidation; or

(d) The consummation of the sale or disposition by PeopleSoft of all substantially all of PeopleSoft’s assets.

     (ii) “Applicable Support Term” means the period announced by PeopleSoft as the support period (generally four (4) years) for the Supportable Modules licensed on this Schedule on the respective database platform(s) indicated herein, at the time the Supportable Modules licensed on this Schedule were first made available for licensing to substantially all prospective customers of PeopleSoft without restriction, subject to continued support of the database platform, operating systems and hardware on which the Supportable Modules operate by the respective manufacturers during such period. Each party shall have the right to terminate Support Services pursuant to the terms of the Agreement.

     (iii) “Supportable Modules” means the modules developed by PeopleSoft using its underlying application development platform PeopleTools which are (i) licensed on this Schedule and defined as Supportable Modules, and (ii) Updates to such Supportable Modules shipped by PeopleSoft prior to an Acquisition.

EX-99.(E)(7) 5 f92476b2exv99wxeyx7y.htm EXHIBIT (E)(7)

Exhibit (e)(7)

      , 2003

«Name»
«Company»
«Address1»
«City», «State» «PostalCode»
«Country»

Re: Customer Assurance Program

Dear Valued PeopleSoft Customer:

This letter is to clarify the meaning of Section «FirstSec».4(i)(b) of «ScheduleAttachment» dated «Schedule_Date» to the «AgreementDoc_Name» dated «Agreement_Date». Consistent with Section «SecondSec».1(i), Section «FirstSec».4(i)(b) requires that PeopleSoft be acquired after the change in the composition of the board. Thus, the following language should be inserted at the end of the first sentence in Section «FirstSec».4(i)(b): “. . . , and PeopleSoft is acquired.”

If you have any questions, please do not hesitate to contact me at 925-737-9247.

Sincerely,

Scott A. Trainor
Director of Licensing

EX-99.(E)(8) 6 f92476b2exv99wxeyx8y.htm EXHIBIT (E)(8)

Exhibit (e)(8)

1. Customer Assurance Program.

1.1 PeopleSoft agrees to pay to Licensee: (a) the Total Fees set forth in the table in this Schedule and paid to PeopleSoft, minus any fees included on the Schedule for installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER HERE] (“Payment”) if:

     (i) on or before two (2) years from the Schedule Effective Date, PeopleSoft, Inc. is Acquired by an entity not owned or controlled by or under the control of PeopleSoft, Inc. (“Acquiring Entity”) (hereinafter, the “Acquisition”); and

     (ii) on or before four (4) years from the Schedule Effective Date, the Acquiring Entity informs Licensee of or announces its intention:

(a) to discontinue or discontinues Support Services for the Supportable Modules effective before the end of the Applicable Support Term, or materially reduces the level of Support Services for the Supportable Modules from the level of Support Services provided by PeopleSoft during the ninety (90) day period immediately preceding an Acquisition, or

(b) to discontinue or discontinues licensing the Supportable Modules to new licensees of PeopleSoft or existing licensees of PeopleSoft which have not, as of the date of the Acquisition, licensed applications in the same application suite (examples of suites include HR, Financials, CRM and Supply Chain/Manufacturing) as the Supportable Modules, or

(c) to * reduce, or materially reduces, the resources allocated to (i) develop Updates for the Supportable Modules or (ii) provide Support Services, from the level of resources allocated by PeopleSoft during the twelve (12) month period immediately preceding an Acquisition, or

(d) to * delay, or delays, the timing of release of Updates or new releases for the Supportable Modules, or to reduce the extent and quality of such Updates and new releases, when compared to the timing, extent and quality of Updates and new releases that PeopleSoft delivered in the major release cycle completed immediately preceding an Acquisition, or

(e) to * reduce or limit, or * reduces or limits the ability of the Supportable Modules to integrate or operate with databases, software, products and technologies (collectively “Third Party Products”) that the Supportable Modules integrated or operated with as of the date of the Acquisition unless (i) the Supportable Modules which integrated or operated with such Third Party Products aggregated less than 2% of total sales of Supportable Modules during the twelve month period preceding the Acquisition, or (ii) the license to use or integrate or operate with a Third Party Product expires by its terms

or is terminated by the licensor, and a replacement Third Party Product or PeopleSoft technology is available and there is no or only minimal cost to PeopleSoft licensees in moving to the different Third Party Product or PeopleSoft technology.

     (iii) Licensee requests the Payment in writing to PeopleSoft or the Acquiring Entity on or before June 30, 2008, and

     (iv) Licensee is at the time the Payment is requested, and has been, a continuous, compliant subscriber to Support Services and no monies are owed under its agreements with PeopleSoft as of the date Payment is requested.

1.2 The Payment described in this Section is Licensee’s sole and exclusive remedy for any liability of PeopleSoft or its affiliates or the Acquiring Entity arising out of or related to the events described in (i) and (ii) above and will be reduced by any other amounts or damages Licensee seeks or recovers from PeopleSoft in relation to this Schedule or the events described in (i) and (ii) above.

1.3 This Section will be effective only if this Schedule is executed by both parties before the earlier of the following dates: i) the expiration date defined in Section    of this Schedule; ii) October 17, 2003**; or iii) the date Oracle Corporation withdraws its offer to acquire PeopleSoft. If the Schedule is not executed by such date, the offer set forth in this term is rescinded, all terms are null and void, and neither party shall have any obligation in relation thereto.

1.4 For purposes of this Section only, the following terms are defined as set forth below.

(i) “Acquired” means:

(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of PeopleSoft, Inc. representing fifty-one percent (51%) or more of the total voting power represented by PeopleSoft’s then outstanding voting securities; or

(b) There is a change in the composition of the Board occurring within a two year period, as a result of which fewer than a majority of the directors are Incumbent Directors, and PeopleSoft, Inc. is acquired. “Incumbent Directors” shall mean directors who either (A) are directors of PeopleSoft, Inc. as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to PeopleSoft, Inc.); or

(c) The consummation of a merger or consolidation of PeopleSoft, Inc. with any other corporation, other than a merger or consolidation which would result in the voting securities of PeopleSoft, Inc. outstanding

immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of PeopleSoft, Inc. or such surviving entity outstanding immediately after such merger or consolidation; or

(d) The consummation of the sale or disposition by PeopleSoft, Inc. of all substantially all or all of PeopleSoft, Inc.’s assets.

     (ii) “Applicable Support Term” means the period announced by PeopleSoft as the support period (generally four (4) years) for the Supportable Modules licensed on this Schedule on the respective database platform(s) indicated herein, at the time the Supportable Modules licensed on this Schedule were first made available for licensing to substantially all prospective customers of PeopleSoft without restriction, subject to continued support of the database platform, operating systems and hardware on which the Supportable Modules operate by the respective manufacturers during such period. Each party shall have the right to terminate Support Services pursuant to the terms of the Agreement.

     (iii) “Supportable Modules” means the modules developed by PeopleSoft using its underlying application development platform PeopleTools which are (i) licensed on this Schedule and defined as Supportable Modules, and (ii) Updates to such Supportable Modules shipped by PeopleSoft prior to an Acquisition.

* The word “materially” appears in 5 contracts signed after October 17, 2003 in these places.

** This date is set at a later date in the 5 contracts signed after October 17, 2003 containing the word "materially", as referenced in the footnote above.

EX-99.(E)(9) 7 f92476b2exv99wxeyx9y.htm EXHIBIT (E)(9)

Exhibit (e)(9)

AMENDMENT NO. 1
 
to the
 
BYLAWS OF PEOPLESOFT, INC.
(As Amended and Restated as of July 18, 2003)

      Section 2.15 of Article II of the Bylaws of PeopleSoft, Inc. (As Amended and Restated as of July 18, 2003) (the “Bylaws”) shall be amended to read in its entirety as follows:

      2.15     ADVANCE NOTICE OF STOCKHOLDER NOMINEES

            Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the discretion of the board of directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this Section. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder’s notice with respect to an annual meeting of stockholders shall be delivered to or mailed and received at the principal executive offices of the corporation:

• not less than one hundred twenty (120) days nor more than one hundred eighty (180) days prior to the anniversary of the preceding annual meeting of stockholders;

• in the event the date of the meeting is more than thirty (30) days prior to or after such anniversary, notice by the stockholder shall be timely if so received not later than the close of business on the twentieth (20th) day following the day on which the date of the meeting is first publicly disclosed, if such twentieth day is less than one hundred twenty (120) days prior to the date of the meeting.

• With respect to the election of directors at any special meeting of stockholders, to be timely a stockholder’s notice shall be so received not less than one hundred twenty (120) days nor more than one hundred eighty (180) days prior to the date of the meeting; provided that in the event the date of the meeting is first publicly disclosed less than one hundred forty (140) days prior to the date of the meeting, notice by the stockholder shall be timely if so received not less than the close of business on the twentieth (20th) day following the day on which the date of the meeting is first publicly disclosed.

Such stockholder’s notice shall set forth (a) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director; (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, (v) any other information relating to such person that is required by law to be disclosed in solicitations of proxies for elections of directors, and (vi) such person’s written consent to being named a nominee and to serving as a director if elected; and (b) as to the stockholder giving the notice: (i) the name and address, as they appear on the corporation’s books, of such stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder. At the request of the board of directors any person nominated by the board for election as a director shall confirm in writing to the secretary of the corporation the information set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section. The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare at the meeting and the defective nomination shall be disregarded.

Except as amended herein, the Bylaws shall remain in effect, unmodified.

This Amendment No. 1 to the Bylaws shall be effective as of November 5, 2003.

Executed this            day of November 2003.

/s/ Anne S. Jordan

Anne S. Jordan
Senior Vice President, General Counsel and
Secretary

3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(E)(7)

Exhibit (e)(7)

EX-99.(E)(8)

Exhibit (e)(8)

EX-99.(E)(9)

Exhibit (e)(9)