X0306 4 2013-07-11 0 0000897893 PEERLESS SYSTEMS CORP PRLS 0001374187 Brog Timothy PEERLESS SYSTEMS CORPORATION 1055 WASHINGTON BLVD., 8TH FLOOR STAMFORD CT 06901 1 1 1 0 Chief Executive Officer Common Stock 2013-07-11 4 A 0 250000 A 543448 D Common Stock 2013-07-11 4 D 0 150000 D 543448 D Mr. Brog was granted 250,000 shares of restricted stock pursuant to the Employment Agreement, dated July 11, 2013, between Mr. Brog and Peerless Systems Corporation. One quarter of such shares will vest if prior to July 11, 2017 the average closing price of the Company's common stock on the Nasdaq Capital Market over a period of 15 consecutive trading days is greater than or equal to the target prices of $3.75, $4.00, $4.25 and $4.50, respectively. Continued to footnote 2. All such shares will also vest in the event that the Company (i) announces its intent to terminate its registration of the Common Stock under Section 12(g) of the Securities and Exchange Act of 1934, (ii) commences a self-tender offer for not less than 33% of the outstanding Common Stock, at an offer price at least equal to the average closing price over the preceding 15 trading days, or (iii) completes any other extraordinary transaction in which shares of the Company equal to not less than 20% of the shares of outstanding Common Stock immediately prior to such transaction are issued as part of such transaction. In connection with the Employment Agreement described above, Mr. Brog agreed to forfeit 150,000 unvested shares of restricted Common Stock granted to him in 2010. /s/ Timothy E. Brog 2013-07-15