X0206 3 2013-01-14 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001565415 Tsai Yi 51 CROSS HWY WESTPORT CT 06880 0 1 0 0 Chief Financial Officer Common Stock 10000 D Options to acquire common stock 3.64 2014-01-15 2023-01-24 Common Stock 10000 D Such shares of restricted common stock were issued to Mr. Tsai upon his appointment as Chief Financial Officer and shall vest upon the Company's timely filing of its annual report on Form 10-K for the fiscal year ending January 31, 2014 with the U.S. Securities and Excange Commission, provided that Mr. Tsai remains an employee in good standing continuing to fulfill his duties as the Company's Chief Financial Officer at the time of filing. Such options were issued to Mr. Tsai upon his appointment as Chief Financial Officer and shall vest on January 15, 2014 provided that Mr. Tsai remains an employee in good standing on such date. /s/ Yi Tsai 2013-01-22