0001047469-04-028361 Sample Contracts

PEREGRINE SYSTEMS, INC. PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • September 9th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California

WHEREAS, Awardee and PSI are parties to an Employment Agreement, dated as of August 20, 2004 and effective as of May 25, 2004, pursuant to which Awardee and PSI amended and restated the Original Agreement to, among other things, provide additional incentives to Awardee to accomplish new performance objectives for PSI (the "Employment Agreement"); and

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SECOND AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2004 • Peregrine Systems Inc • Services-prepackaged software

THIS SECOND AMENDMENT (this "Second Amendment") TO AMENDED EMPLOYMENT AGREEMENT (the "Original Agreement") is made and entered into this 30th day of July, 2004, by and between Peregrine Systems, Inc., a Delaware corporation (the "Company" or "Peregrine") and Kenneth A. Sexton ("Employee").

August 20, 2004
Employment Agreement • September 9th, 2004 • Peregrine Systems Inc • Services-prepackaged software • California

On behalf of the Board of Directors (the "Board") of Peregrine Systems, Inc. ("PSI"), we are pleased to amend and restate the terms of your Original Agreement with PSI as set forth in this letter agreement (the "Employment Agreement"). This Employment Agreement amends and restates in its entirety the Original Agreement, effective as of May 25, 2004. By executing a copy of this Employment Agreement, you will agree to continue to serve as President and Chief Executive Officer of PSI, and to the restatement of the terms of your Original Agreement as follows:

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