X0303 4 2011-07-11 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001456326 Frankfurt Robert C/O PEERLESS SYSTEMS CORP 300 ATLANTIC STREET, SUITE 301 STAMFORD CT 06901 1 0 0 0 Common Stock 2011-07-11 4 A 0 2817 A 2817 D Options to acquire common stock 3.55 2011-07-11 4 G 0 2000 A 2021-07-11 Common stock 2000 2000 D Such shares of restricted common stock were issued to Mr. Frankfurt upon his re-election to the Board at the 2011 annual meeting of stockholders. One half of these shares will vest on the earlier of July 11, 2012 and the date of the 2012 annual meeting of stockholders, and the other half will vest on the earlier of July 11, 2013 and the date of the 2013 annual meeting of stockholders. All shares were received in consideration for Mr. Frankfurt's service as a director of the Company. Twenty-five percent (25%) of the shares subject to such option shall vest and become exercisable on July 11, 2012 (the completion of one year of service measured from the grant date). The balance of the shares subject to such option shall vest and become exercisable in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service until all of the options are vested. All options were received in consideration for Mr. Frankfurt's service as a director of the Company. /s/ Robert Frankfurt 2011-07-11