X0202 4 2006-06-29 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001207363 ROTHERHAM THOMAS G C/O PEERLESS SYSTEMS CORPORATION 2381 ROSECRANS AVE EL SEGUNDO CA 90245 1 0 0 0 STOCK OPTION (RIGHT TO BUY) 4.59 2006-06-29 4 A 0 10000 0 A 2016-06-29 COMMON STOCK 10000 10000 D TWENTY-FIVE PERCENT (25%) OF THE SHARES SUBJECT TO SUCH OPTION SHALL VEST AND BECOME EXERCISABLE ON JUNE 29, 2007 (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. ELLIOT M. SHIRWO, ATTORNEY-IN-FACT 2006-06-29