0001047469-05-009276 Sample Contracts

PEREGRINE SYSTEMS, INC. PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • April 5th, 2005 • Peregrine Systems Inc • Services-prepackaged software • California

PERFORMANCE STOCK UNIT AGREEMENT (the "Agreement"), effective August 16, 2004, by and between Kenneth Saunders ("Awardee") and Peregrine Systems, Inc., a Delaware corporation ("PSI").

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March 4, 2005 Mr. Ken Saunders 3611 Valley Centre Drive San Diego, CA 92130 RE: Amendment to Amended and Restated Employment Agreement Dear Ken:
Employment Agreement • April 5th, 2005 • Peregrine Systems Inc • Services-prepackaged software

This letter sets forth the agreement between you and Peregrine Systems, Inc. (the "Company") to amend the terms of the amended and restated letter agreement between you and the Company, dated as of March 4, 2005 (the "Amended and Restated Employment Agreement"), as set forth herein.

Amended and Restated March 4, 2005 Mr. Ken Saunders 3611 Valley Centre Drive San Diego, CA 92130 Dear Ken:
Peregrine Systems Inc • April 5th, 2005 • Services-prepackaged software • California

On behalf of Peregrine Systems, Inc. ("Peregrine" or "PSI"), we are pleased to amend and restate the terms of your original employment agreement dated July 20, 2004 with PSI, as set forth in this letter agreement. This amended and restated letter agreement supersedes in its entirety your original employment agreement (including any amendments and restatements thereof). PSI would like to offer you the position, effective August 16, 2004 (the "Commencement Date"), of Executive Vice President, reporting to John Mutch, President and Chief Executive Officer. In this capacity, you will provide financial guidance and direction to me and the finance department staff, subject to the terms and conditions described below. Additionally, effective on the earlier of (i) November 1, 2004 or (ii) the resignation of Ken Sexton as Peregrine's Chief Financial Officer, you will become the Executive Vice President and Chief Financial Officer.

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