S-8 POS

As filed with the Securities and Exchange Commission on April 19, 2002

Registration No. 333-46998        

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT

Under
The Securities Act of 1933

PEOPLESOFT, INC.

(Exact name of registrant as specified in its charter)

Delaware	68-0137069
(State or Other Jurisdiction	(I.R.S. Employer Identification No.)
of Incorporation or Organization)

4460 Hacienda Drive
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED 1989 STOCK PLAN
1992 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plans)

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588
(Name and Address of Agent for Service)
(925) 694-3000
(Telephone number, including area code, of agent for service)

         This Amendment No. 1 amends the Registration Statement on Form S-8, Registration Number 333-46998 of PeopleSoft, Inc., a Delaware corporation, (the “Company”) by attaching the form of PeopleSoft’s Amended and Restated 1989 Stock Plan (the “1989 Stock Plan”) and 1992 Employee Stock Purchase Plan (the “1992 ESPP”) approved by the Company’s Board of Directors. Interim versions of the 1989 Stock Plan and 1992 ESPP, which were not the final versions approved by the Board of Directors, were inadvertently attached to the Registration Statement when filed with the Commission on September 29, 2000.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

EXHIBIT
NUMBER	EXHIBIT
99.1	Amended and Restated 1989 Stock Option Plan (as amended on March 8, 2000)
99.2	1992 Employee Stock Purchase Plan (as amended on January 31, 2000)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on April 18, 2000.

PEOPLESOFT, INC.
	By:	/s/ STEPHEN F. HILL
		Stephen F. Hill
		Senior Vice President,
		Corporate Business
		Development

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
99.1	Amended and Restated 1989 Stock Option Plan (as amended on March 8, 2000)
99.2	1992 Employee Stock Purchase Plan (as amended on January 31, 2000)

EX-99.1 3 f80927ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 PEOPLESOFT, INC. AMENDED AND RESTATED 1989 STOCK PLAN (as amended and restated on March 8, 2000) 1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan. (b) "Applicable Laws" means the legal requirements relating to the administration of stock plans under state corporate and securities laws and the Code. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Contingent Worker" describes any person during the period in which the person renders services to, for or on behalf of the Company, Parent or Subsidiary under one or more of the following categories or classifications: (i) Independent Contractor. An "independent contractor" is an individual (a) whose services are engaged by the Company, Parent or Subsidiary under a written or oral contract, between the individual and the Company, Parent or Subsidiary, to perform specialized tasks, for or on behalf of the Company, Parent or Subsidiary, which require substantial skill and independent judgement and (b) whose compensation is not subject to the withholding of employment or income taxes by the Company, Parent or Subsidiary under Sections 3121 or 3401 of the Code (other than back-up withholding under Code Section 3406) but is subject to reporting by the Company, Parent or Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. (ii) Leased Worker. A "leased worker" is an individual hired by an employee leasing company and made available to the Company, Parent or Subsidiary by the leasing company, under a written or oral contract between the Company, Parent or Subsidiary and the leasing company, in an arrangement in which the compensation paid to the individual is subject to the withholding of employment or income taxes by the leasing company under Sections 3121 or 3401 of the Code. The term "leased worker" includes but is not limited to persons who provide services to the Company, Parent or Subsidiary in a joint employment relationship with the leasing company. Similarly, the term "leased worker" includes but is not limited to a leased employee within the meaning of Section 414(n) of the Code. (iii) Technical Contractor. A "technical contractor" is an individual who is a skilled technical worker, such as an engineer or computer specialist and who is hired by a technical services firm and made available to the Company, Parent or Subsidiary by the technical services firm, in an arrangement in which the compensation paid to the individual is subject to the withholding of employment or income taxes by the technical services firm under Sections 3121 or 3401 of the Code or is subject to reporting by the technical services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. The term "technical contractor" includes but is not limited to independent contractors and leased workers. The term "technical services firm" includes but is not limited to a leasing company, as described above, or a firm distinct from the Company, Parent or Subsidiary under a master vendor program or outsourcing arrangement, as described below. (iv) Master Vendor Worker. A "master vendor worker" is an individual who renders services to the Company, Parent or Subsidiary under a master vendor program. A master vendor program is an arrangement in which a personnel agency or other human resources firm supplies the Company, Parent or Subsidiary with some or all of the individuals who, at any time or from time to time, constitute the temporary work force of the Company, Parent or Subsidiary, either directly or through other temporary help services, with or without consolidated billing or invoicing. The compensation paid to the master vendor worker is subject to the withholding of employment or income taxes by the personnel agency or human resources firm under Sections 3121 or 3401 of the Code or is subject to reporting by the personnel agency or human resources firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. The term "master vendor worker" includes but is not limited to independent contractors, leased workers and technical contractors. (v) Outsourcing Organization Worker. An "outsourcing organization worker" is an individual who renders services to the Company, Parent or Subsidiary under an outsourcing or managed services arrangement. An outsourcing or managed services arrangement exists when a firm, distinct from the Company, Parent or Subsidiary and with specialized expertise, contracts with the Company, Parent or Subsidiary not only to provide personnel but also to assume responsibility for functions not at the core of the business of the Company, Parent or Subsidiary. Non-core functions include but are not limited to mail room, reception, food service, landscaping, and building security or maintenance. The compensation paid to an outsourcing organization worker is subject to the withholding of employment or income taxes by the outsourcing organization or managed services firm under Sections 3121 or 3401 of the Code or is subject to reporting by the outsourcing organization or managed services firm, under Code Section 6041, on IRS Form 1099- 2 MISC or other form for the reporting of nonemployee compensation. The term "outsourcing organization worker" includes but is not limited to independent contractors, leased workers, technical contractors and master vendor workers. (vi) Consistent with the terms of the Plan and relevant laws, the Administrator shall have discretionary authority to determine which persons who provide services to, for or on behalf of the Company, Parent or Subsidiary are Contingent Workers excluded from the categories of Consultant and Employee under the Plan. (f) "Committee" means the Committee appointed by the Board of Directors in accordance with Section 4 of the Plan. (g) "Common Stock" means the Common Stock of the Company. (h) "Company" means PeopleSoft, Inc., a Delaware corporation. (i) "Consultant" means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, and any Director of the Company whether compensated for such services or not provided that if and in the event the Company registers any class of any equity security pursuant to the Exchange Act, the term Consultant shall thereafter not include Directors who are not compensated for their services or are paid only a director's fee by the Company. (j) "Continuous Status as an Employee or Consultant" means the absence of any interruption or termination of the employment or consulting relationship by the Company or any Parent or Subsidiary. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Board, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Subsidiaries or its successor. (k) "Director" means a member of the Board. (l) "Disability" means total and permanent disability as defined in Section 22 (e) (3) of the Code. (m) "Employee" shall mean any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. The term "Employee" does not include any Contingent Worker even if such contingent workers are reclassified as common-law employees of the Company, Parent or Subsidiary unless the Administrator selects the Contingent Worker as a Consultant, within the meaning of Section 2(i) herein, who shall participate in the Plan. Consistent with the terms of the Plan and relevant laws, the 3 Administrator shall have discretionary authority to determine the identity of reclassified Contingent Workers who shall be treated as Consultants under the Plan and the manner and extent to which such reclassified Contingent Workers shall participate in the Plan. (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (o) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) If the Common Stock is listed on any established stock exchange or a national market system including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported, as quoted on such system or exchange or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination) as reported in the Wall Street Journal or such other source as the Administrator deems reliable; (ii) If the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and low asked prices for the Common Stock; or (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. (p) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. (q) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. (r) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (s) "Option" means a stock option granted pursuant to the Plan. (t) "Optioned Stock" means the Common Stock subject to an Option. (u) "Optionee" means an Employee or Consultant who receives an Option. (v) "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the Code. (w) "Plan" means this Amended and Restated 1989 Stock Plan. 4 (x) "Public Company" means the Company when the Company has a class of equity securities registered under Section 12 of the Exchange Act. (y) "Purchaser" means an Employee or Consultant who exercises a Stock Purchase Right. (z) "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of Stock Purchase Rights under Section 10 below. (aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. (bb) "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. (cc) "Stock Purchase Right" means a right to purchase Common Stock pursuant to the Plan or the right to receive a bonus of Common Stock for past services. (dd) "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 425(f) of the Code. 3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 104,600,000 Shares, plus an annual increase to be added on the first day of each of the Company's fiscal years beginning in 1999 equal to the lesser of (i) 20,000,000 shares of Common Stock (with such number adjusted appropriately for any stock split or similar transaction) or (ii) 5 % of the number of issued and outstanding shares of Common Stock on the last day of the immediately preceding fiscal year. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise of an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan. 4. Administration of the Plan. (a) Procedure. (i) Multiple Administrative Bodies. If (A) the Company is not a Public Company, or (B) the Company is a Public Company and it is permitted by Rule 16b-3 and by the Applicable Laws, the Plan may (but need not) be administered by different administrative bodies with respect to Directors, non-Director Officers, and Employees who are neither Directors nor Officers. 5 (ii) Administration With Respect to Directors and Officers Subject to Section 16(b). With respect to Option and Stock Purchase Rights grants made to Employees or Consultants who are also Officers or Directors when the Company has a class of equity securities registered under Section 12 of the Exchange Act (in which case the Company shall be referred to herein as a "Public Company"), the Plan shall be administered by (A) the Board, if the Board may administer the Plan in compliance with Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary plan, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted (I) in such a manner as to permit the Plan to comply with Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary plan and (II) in such a manner as to satisfy the Applicable Laws. (iii) Administration With Respect to Other Persons. With respect to Option and Stock Purchase Rights grants made to Employees or Consultants who are neither Directors nor Officers of the Company and Option grants made when the Company is not a Public Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. (iv) General. Once a Committee has been appointed pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws, and, in the case of a Committee appointed under subsection (ii), to the extent permitted by Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary plan. (b) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(o) of the Plan; (ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights may from time to time be granted hereunder; (iii) to determine whether and to what extent Options and Stock Purchase Rights or any combination thereof, are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each such award granted hereunder; (v) to approve forms of agreement for use under the Plan; 6 (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited to, the share price and any restriction or limitation of any Option or other award and/or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator shall determine, in its sole discretion); and (vii) to determine the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such Stock Purchase Rights. (c) Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees, Purchasers and any other holders of any Options or Stock Purchase Rights. 5. Eligibility. (a) Options and Stock Purchase Rights may be granted to Employees and Consultants, provided that Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he is otherwise eligible, be granted additional Option(s) or Stock Purchase Rights. (b) Each Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. (c) For purposes of Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. (d) The Plan shall not confer upon any Optionee or holder of a Stock Purchase Right any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. (e) The following limitations shall apply to grants of Options and Stock Purchase Rights to Employees: (i) No Employee shall be granted, in any fiscal year of the Company, Options and Stock Purchase Rights to purchase more than 4,000,000 Shares. (ii) The foregoing limitation shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 12. 7 (iii) If an Option or Stock Purchase Right is cancelled (other than in connection with a transaction described in Section 12), the cancelled Option or Stock Purchase Right will be counted against the limit set forth in Section 5(e)(i). For this purpose, if the exercise price of an Option or Stock Purchase Right is reduced, the transaction will be treated as a cancellation of the Option or Stock Purchase Right and the grant of a new Option or Stock Purchase Right. 6. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company as described in Section 18 of the Plan. It shall continue in effect until March 17, 2008 unless sooner terminated under Section 14 of the Plan. 7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided, however, that in the case of an Incentive Stock Option or a Nonstatutory Stock Option, the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. However, in the case of an Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 8. Option Exercise Price and Consideration. (a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the following: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. (B) granted to any Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option (A) granted to a person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant. (B) granted to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 8 (b) Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option either have been owned by the Optionee for more than six months on the date of surrender or were not acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (5) authorization for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, (7) delivery of an irrevocable subscription agreement for the Shares which irrevocably obligates the option holder to take and pay for the Shares not more than twelve months after the date of delivery of the subscription agreement, (8) any combination of the foregoing methods of payment, or (9) such other consideration and method of payment for the issuance of Shares to the extent permitted under Applicable Laws. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. 9. Exercise of Option. (a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 9 (b) Termination of Employment or Consulting Relationship. In the event of termination of an Optionee's Continuous Status as an Employee or Consultant with the Company (as the case may be), such Optionee may, but only within ninety (90) days (or such other period of time of not less than thirty (30) days as is determined by the Board, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding ninety (90) days) after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his Option to the extent that Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of such termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of Optionee's total and permanent disability. Optionee may, but only within twelve (12) months from the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. (d) Death of Optionee. In the event of the death of an Optionee, the Option may be exercised, at any time within twelve (12) months following the date of death (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee was entitled to exercise the Option at the date of death. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. (e) Rule 16b-3. Options granted to persons subject to Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 10. Stock Purchase Rights. (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which price shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer), and the time within which such person must accept such offer, which shall in no event exceed thirty (30) days from the date upon which the Administrator made the determination to grant the 10 Stock Purchase Right. The offer shall be accepted by execution of a stock purchase agreement in the form determined by the Administrator. (b) Repurchase Option. Unless the Administrator determines otherwise, the stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Purchaser's employment or consulting relationship with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the stock purchase agreement shall be the original price paid by the Purchaser or the Fair Market Value as of the date of bonus in the case of a stock bonus and may be paid by cancellation of any indebtedness of the Purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. (c) Other Provisions. The stock purchase agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of stock purchase agreements need not be the same with respect to each Purchaser. (d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the Purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 11. Transferability of Options and Stock Purchase Rights. An Option or Stock Purchase Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee or Purchaser, only by the Optionee or Purchaser; provided, however, that the vested portions of Nonstatutory Stock Options may be transferred upon written request to the Administrator subject to the following limitations: (a) The Optionee must be a U.S. citizen and taxpayer (unless the Administrator, in its sole discretion, decides to forego this requirement); (b) The minimum number of Shares subject to a Nonstatutory Stock Option which may be transferred will be 500 shares or, if less, the greatest number of shares which the Optionee has reasonably determined may be transferred without exceeding the applicable annual gift exclusion limit; (c) The number of Nonstatutory Stock Options transfers each Optionee may make each year shall be limited to (i) one for each beneficiary each calendar year and (ii) no more than five transfers per calendar year; (d) Once transferred, there shall be no further transfers of the Option, unless determined otherwise by the Administrator in its sole discretion; 11 (e) The transferee must be an immediate family member, a trust in which an immediate family member has a more than fifty percent beneficial interest, or a LLC or partnership in which an immediate family member has a more than fifty percent voting interest. "Immediate family member" as used herein shall mean the spouse, lineal descendants, father, mother, brothers and sisters of the Optionee, or if no such individuals exist, then an heir and/or successor of the Optionee; (f) The Company shall have the right, in its sole discretion, to require legal documentation to be provided by the Optionee and to accept or deny the request for transfer; (g) The Optionee (and beneficiary if of legal age), must sign an indemnification agreement holding the Company harmless for any reason for each transfer, with such indemnification agreement including such representations and provisions as are required by the Administrator, in its sole discretion, and any other documentation relating to the transfer as is required by the Administrator, in its sole discretion; and (h) The terms and conditions of the Option shall be binding upon the transferees, executors, administrators, heirs, successors and assigns of the Optionee. 12. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Option and Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right. In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action. In the event of a merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. With respect to any Option granted prior to January 4, 1992, in the event that such successor corporation refuses to assume such Option or to substitute an equivalent option, the Board shall, in lieu of such assumption or substitution, provide 12 for the Optionee to have the right to exercise such Option as to all of the Optioned Stock, including Shares as to which such Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). 13. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Board. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 14. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made which would impair the rights of any Optionee or Purchaser under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of the NASD or an established stock exchange), the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not adversely affect Options or Stock Purchase Rights already granted and such Options or Stock Purchase Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee or Purchaser and the Board, which agreement must be in writing and signed by the Optionee or Purchaser and the Company. 15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Rights unless the exercise of such Option or Stock Purchase Rights and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 13 As a condition to the exercise of an Option or Stock Purchase Rights, the Company may require the person exercising such Option or Stock Purchase Rights to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 17. Agreements. Options and Stock Purchase Rights shall be evidenced by written agreements in such form as the Board shall approve from time to time. 18. Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law. 19. Information to Optionees. The Company shall provide to each Optionee and Purchaser, during the period for which such Optionee or Purchaser has one or more Options or Stock Purchase Rights outstanding, copies of all annual reports and other information which are provided to all stockholders of the Company. The Company shall not be required to provide such information to key employees whose duties in connection with the Company assure their access to equivalent information. 14 EX-99.2 4 f80927ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 PEOPLESOFT, INC. 1992 EMPLOYEE STOCK PURCHASE PLAN (As amended on January 31, 2000) The following constitute the provisions of the 1992 Employee Stock Purchase Plan of PeopleSoft, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. (a) "Board" shall mean the Board of Directors of the Company. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the Common Stock, $0.01 par value, of the Company. (d) "Company" shall mean PeopleSoft, Inc. a Delaware corporation. (e) "Compensation" shall mean all regular straight time gross earnings and sales commissions, including payments for overtime, shift premiums, bonuses, and other cash compensation, but excluding all tax gross-up or expense reimbursement amounts paid to participants. (f) "Contingent Worker" describes any person during the period in which the person (i) renders services to, for or on behalf of the Company or a Designated Subsidiary under one or more of the following categories or classifications and (ii) is not an employee pursuant to Code Section 3121(d) or Revenue Ruling 87-41: (i) Independent Contractor. An "independent contractor" is an individual (a) whose services are engaged by the Company or Designated Subsidiary under a written or oral contract, between the individual and the Company or Designated Subsidiary, to perform specialized tasks, for or on behalf of the Company or Designated Subsidiary, which require substantial skill and independent judgment and (b) whose compensation is not subject to the withholding of employment or income taxes by the Company or Designated Subsidiary under Sections 3121 or 3401 of the Code (other than back-up withholding under Code Section 3406) but is subject to reporting by the Company or Designated Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. (ii) Leased Worker. A "leased worker" is an individual hired by an employee leasing company and made available to the Company or Designated Subsidiary by the leasing company, under a written or oral contract between the Company or Designated Subsidiary and the leasing company, in an arrangement in which the compensation paid to the individual is subject to the withholding of employment or income taxes by the leasing company under Sections 3121 or 3401 of the Code. The term "leased worker" includes but is not limited to a leased employee within the meaning of Section 414(n) of the Code. (iii) Technical Contractor. A "technical contractor" is an individual who is a skilled technical worker, such as an engineer or computer specialist and who is hired by a technical services firm and made available to the Company or Designated Subsidiary by the technical services firm, in an arrangement in which the compensation paid to the individual is subject to the withholding of employment or income taxes by the technical services firm under Sections 3121 or 3401 of the Code or is subject to reporting by the technical services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. The term "technical contractor" includes but is not limited to independent contractors and leased workers. The term "technical services firm" includes but is not limited to a leasing company, as described above, or another firm distinct from the Company or Designated Subsidiary under a master vendor program or outsourcing arrangement, as described below. (iv) Master Vendor Worker. A "master vendor worker" is an individual who renders services to the Company, Parent or Subsidiary under a master vendor program. A master vendor program is an arrangement in which a personnel agency or other human resources firm supplies the Company or Designated Subsidiary with some or all of the individuals who, at any time or from time to time, constitute the temporary work force of the Company or Designated Subsidiary, either directly or through other temporary help services, with or without consolidated billing or invoicing. The compensation paid to the master vendor worker is subject to the withholding of employment or income taxes by the personnel agency or human resources firm under Sections 3121 or 3401 of the Code or is subject to reporting by the personnel agency or human resources firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. The term "master vendor worker" includes but is not limited to independent contractors, leased workers and technical contractors. (v) Outsourcing Organization Worker. An "outsourcing organization worker" is an individual who renders services to the Company or Designated Subsidiary under an outsourcing or managed services arrangement. An outsourcing or managed services arrangement exists when a firm, distinct from the Company or Designated Subsidiary and with specialized expertise, contracts with the Company or Designated Subsidiary not only to provide personnel but also to assume responsibility for functions not at the core of the business of the Company or Designated Subsidiary. Non-core functions include but are not limited to mail room, reception, food service, landscaping, and building security or maintenance. The compensation paid to an outsourcing organization worker is subject to the withholding of employment or income taxes by the outsourcing organization or managed services firm under Sections 3121 or 3401 of the Code or is subject to reporting by the outsourcing organization or managed services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting of nonemployee compensation. The 2 term "outsourcing organization worker" includes but is not limited to independent contractors, leased workers, technical contractors and master vendor workers. (vi) Consistent with the terms of the Plan and relevant laws, the Administrator shall have discretionary authority to determine which persons who provide services to, for or on behalf of the Company or Designated Subsidiary are Contingent Workers excluded from the categories of Consultant and Employee under the Plan. (g) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (h) "Contributions" shall mean all amounts credited to the account of a participant pursuant to the Plan. (i) "Designated Subsidiaries" shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. (j) "Employee" shall mean any person, including an officer, who is customarily employed for at least twenty (20) hours per week and more than five (5) months in a calendar year by the Company or one of its Designated Subsidiaries. Pursuant to Treasury Regulation Section 1.421-7(h), the determination of whether a person is an Employee shall be made in accordance with the rules and principles contained in Code Section 3401 and the regulations thereunder regarding persons on domestic or foreign payroll of the Company and its Designated Subsidiaries. The term "Employee" does not include any Contingent Worker. Consistent with the terms of the Plan and relevant laws, the Plan Administrator shall have discretionary authority to determine which service-providers shall be treated as Employees under the Plan and to decide all other questions regarding the application, operation and administration of the Plan. (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (l) "Exercise Date" shall mean the last day of each Offering Period of the Plan. (m) "Offering Date" shall mean the first business day of each Offering Period of the Plan, except that in the case of an individual who becomes an eligible Employee after the first business day of an Offering Period but prior to the first business day of the last calendar quarter of such Offering Period, the term "Offering Date" shall mean the first business day of the calendar quarter coinciding with or next succeeding the day on which that individual becomes an eligible Employee. Options granted after the first business day of an Offering Period will be subject to the same terms as the options granted on the first business day of such Offering Period except that they will have a different grant date (thus, potentially, a different exercise price) and, 3 because they expire at the same time as the options granted on the first business day of such Offering Period, a shorter term. (n) "Offering Period" shall mean a period of six (6) months. (o) "Plan" shall mean this Employee Stock Purchase Plan. (p) "Plan Administrator" means the Board or committee named by the Board under Section 13 below. (q) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 3. Eligibility. (a) Any person who has been continuously employed as an Employee for one (1) month as of the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan, provided that such person was not eligible to participate in such Offering Period as of any prior Offering Date, and further, subject to the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code. With respect to the initial Offering Period only, any person who was employed as an Employee as of November 1, 1992 shall be eligible to participate in such initial Offering Period under the Plan. (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company, or (ii) if such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. 4. Offering Periods. The Plan shall be implemented by a series of Offering Periods, with new Offering Periods commencing on or about January 1 and July 1 of each year (or at such other time or times as may be determined by the Board of Directors). The first Offering Period shall commence on January 1, 1993 or on such other date the Board shall determine. The Plan shall continue until terminated in accordance with Section 19 hereof. The Board of Directors of the Company shall have the power to change the duration and/or the frequency of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected. 4 5. Participation. (a) An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Company and filing it with the Company's Office of Human Resources prior to the applicable Offering Date, unless a later time for filing the subscription agreement is set by the Board for all eligible Employees with respect to a given offering. The subscription agreement shall set forth the percentage of the participant's Compensation (which shall be not less than 1% and not more than 10%) to be paid as Contributions pursuant to the Plan. (b) Payroll deductions shall commence on the first payroll following the Offering Date and shall end on the last payroll paid on or prior to the Exercise Date of the offering to which the subscription agreement is applicable, unless sooner terminated by the participant as provided in Section 10. 6. Method of Payment of Contributions. (a) The participant shall elect to have payroll deductions made on each payday during the Offering Period in an amount not less than one percent (1%) and not more than ten percent (10%) of such participant's Compensation on each such payday; provided that the aggregate of such payroll deductions during the Offering Period shall not exceed ten percent (10%) of the participant's aggregate Compensation during said Offering Period. All payroll deductions made by a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account. (b) A participant may discontinue his or her participation in the Plan as provided in Section 10, or, on one occasion only during the Offering Period, may increase or decrease the rate of his or her Contributions during the Offering Period by completing and filing with the Company a new subscription agreement. The change in rate shall be effective as of the beginning of the calendar quarter following the date of filing of the new subscription agreement. (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's payroll deductions may be decreased to 0% at such time during any Offering Period which is scheduled to end during the current calendar year that the aggregate of all payroll deductions accumulated with respect to such Offering Period and any other Offering Period ending within the same calendar year equal $21,250. Payroll deductions shall re-commence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10. 7. Grant of Option. (a) On the Offering Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date a number of shares of the Company's Common Stock determined by dividing such Employee's Contributions accumulated prior to such Exercise Date and retained in the participant's account as of the Exercise Date by the lower of (i) eighty-five percent (85%) of the fair market value of a share of 5 the Company's Common Stock on the Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a share of the Company's Common Stock on the Exercise Date; provided however, that the maximum number of shares an Employee may purchase during each Offering Period shall be determined at the Offering Date by dividing $12,500 by the fair market value of a share of the Company's Common Stock on the Offering Date, and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12. The fair market value of a share of the Company's Common Stock shall be determined as provided in Section 7(b). (b) The option price per share of the shares offered in a given Offering Period shall be the lower of: (i) 85% of the fair market value of a share of the Common Stock of the Company on the Offering Date; or (ii) 85% of the fair market value of a share of the Common Stock of the Company on the Exercise Date. The fair market value of the Company's Common Stock on a given date shall be determined by the Board in its discretion based on the closing price of the Common Stock for such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), as reported by the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System or, if such price is not reported, the mean of the bid and asked prices per share of the Common Stock as reported by NASDAQ or, in the event the Common Stock is listed on a stock exchange, the fair market value per share shall be the closing price on such exchange on such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date), as reported in The Wall Street Journal. For the initial Offering Period only, the fair market value per share on the Offering Date shall be the initial offering price of the Company's shares of Common Stock to the public as indicated in the Company's final prospectus in connection with such offering and as such price is negotiated between the Company and the managing underwriters. 8. Exercise of Option. Unless a participant withdraws from the Plan as provided in paragraph 10, his or her option for the purchase of shares will be exercised automatically on the Exercise Date of the Offering Period, and the maximum number of full shares subject to option will be purchased at the applicable option price with the accumulated Contributions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in such participant's account for the subsequent offering period, subject to earlier withdrawal by such participant subject to Section 10 hereof. Any other monies left over in such participant's account after the Exercise Date shall be returned to such participant. The shares purchased upon exercise of an option hereunder shall be deemed to be transferred to the participant on the Exercise Date. During his or her lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her. 9. Delivery. As promptly as practicable after the Exercise Date of each Offering Period, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option. 10. Withdrawal; Termination of Employment. (a) A participant may withdraw all but not less than all the Contributions credited to his or her account under the Plan at any time prior to the Exercise Date of the Offering Period by giving written notice to the Company. All of the participant's Contributions credited to his or her 6 account will be paid to him or her promptly after receipt of his or her notice of withdrawal and his or her option for the current period will be automatically terminated, and no further Contributions for the purchase of shares will be made during the Offering Period. (b) Upon termination of the participant's Continuous Status as an Employee prior to the Exercise Date of the Offering Period for any reason, including retirement or death, the Contributions credited to his or her account will be returned to him or her or, in the case of his or her death, to the person or persons entitled thereto under Section 14, and his or her option will be automatically terminated. (c) In the event an Employee fails to remain in Continuous Status as an Employee of the Company for at least twenty (20) hours per week during the Offering Period in which the employee is a participant, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to his or her account will be returned to him or her and his or her option terminated. (d) A participant's withdrawal from an offering will not have any effect upon his or her eligibility to participate in a succeeding offering or in any similar plan which may hereafter be adopted by the Company. 11. Interest. No interest shall accrue on the Contributions of a participant in the Plan. 12. Stock. (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 6,000,000 shares, plus an automatic annual increase to be added on the first day of each of the Company's fiscal years beginning in 1999 equal to the lesser of (i) 5,000,000 shares of Common Stock (subject to adjustment as provided in Section 18) or (ii) an amount equal to (x) 1.5% of the number of issued and outstanding shares of Common Stock on the last day of the immediately preceding fiscal year less (y) the number of shares available for future issuance under the Plan. The shares may be authorized, but unissued, or reacquired Common Stock. If the total number of shares which would otherwise be subject to options granted pursuant to Section 7(a) on the Offering Date of an Offering Period exceeds the number of shares then available under the Plan (after deduction of all shares for which options have been exercised or are then outstanding), the Company shall make a pro rata allocation of the shares remaining available for option grant in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Company shall give written notice of such reduction of the number of shares subject to the option to each Employee affected thereby and shall similarly reduce the rate of Contributions, if necessary. (b) The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised. (c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse. 7 13. Administration. The Board, or a committee named by the Board, shall supervise and administer the Plan and shall have full power to adopt, amend and rescind any rules deemed desirable and appropriate for the administration of the Plan and not inconsistent with the Plan, to construe and interpret the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The composition of the committee shall be in accordance with the requirements to obtain or retain any available exemption from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. 14. Designation of Beneficiary. (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to the end of the Offering Period but prior to delivery to him or her of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to the Exercise Date of the Offering Period. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. (b) Such designation of beneficiary may be changed by the participant (and his or her spouse, if any) at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 15. Transferability. Neither Contributions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 14) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Section 10. 16. Use of Funds. All Contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions. 17. Reports. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees promptly following the Exercise Date, which statements will set forth the amounts of Contributions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any. 18. Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under 8 the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the "New Exercise Date"). If the Board shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant in writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for his or her option has been changed to the New Exercise Date and that his or her option will be exercised automatically on the New Exercise Date, unless prior to such date he or she has withdrawn from the Offering Period as provided in Section 10. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Common Stock for each share of Common Stock held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation and the participant, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock and the sale of assets or merger. The Board may, if it so determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of shares of its outstanding 9 Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. 19. Amendment or Termination. (a) The Board of Directors of the Company may at any time terminate or amend the Plan. Except as provided in Section 18, no such termination may affect options previously granted, nor may an amendment make any change in any option theretofore granted which adversely affects the rights of any participant. In addition, to the extent necessary to comply with Rule 16b-3 under the Exchange Act, or under Section 423 of the Code (or any successor rule or provision or any applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to such a degree as so required. (b) Without stockholder consent and without regard to whether any participant rights may be considered to have been adversely affected, the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 20. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 10 22. Term of Plan; Effective Date. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of twenty (20) years unless sooner terminated under Section 19. 23. Additional Restrictions of Rule 16b-3. The terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 24. Special Offering Period for Vantive Employees. Vantive Employees who are otherwise eligible hereunder shall be eligible to participate in a special Offering Period of five months' duration (the "Vantive Special Offering Period"). The Offering Date for the Vantive Special Offering Period is February 1, 2000. The Exercise Date is June 30, 2000. The per share purchase price for the Vantive Special Offering Period shall be the lower of: (i) 85% of the fair market value of a share of the Common Stock of the Company on the February 1, 2000 Offering Date; or (ii) 85% of the fair market value of a share of the Common Stock of the Company on the June 30, 2000 Exercise Date. All of the other terms and conditions of the Plan applicable to any Offering Period shall apply to the Vantive Special Offering Period. 11 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                                PEOPLESOFT, INC.

                      AMENDED AND RESTATED 1989 STOCK PLAN

                   (as amended and restated on March 8, 2000)

         1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or non-statutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder. Stock purchase rights may also be granted
under the Plan.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

                  (b) "Applicable Laws" means the legal requirements relating to
the administration of stock plans under state corporate and securities laws and
the Code.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (e) "Contingent Worker" describes any person during the period
in which the person renders services to, for or on behalf of the Company, Parent
or Subsidiary under one or more of the following categories or classifications:

                        (i) Independent Contractor. An "independent contractor"
is an individual (a) whose services are engaged by the Company, Parent or
Subsidiary under a written or oral contract, between the individual and the
Company, Parent or Subsidiary, to perform specialized tasks, for or on behalf of
the Company, Parent or Subsidiary, which require substantial skill and
independent judgement and (b) whose compensation is not subject to the
withholding of employment or income taxes by the Company, Parent or Subsidiary
under Sections 3121 or 3401 of the Code (other than back-up withholding under
Code Section 3406) but is subject to reporting by the Company, Parent or
Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation.

                        (ii) Leased Worker. A "leased worker" is an individual
hired by an employee leasing company and made available to the Company, Parent
or Subsidiary by the leasing

company, under a written or oral contract between the Company, Parent or
Subsidiary and the leasing company, in an arrangement in which the compensation
paid to the individual is subject to the withholding of employment or income
taxes by the leasing company under Sections 3121 or 3401 of the Code. The term
"leased worker" includes but is not limited to persons who provide services to
the Company, Parent or Subsidiary in a joint employment relationship with the
leasing company. Similarly, the term "leased worker" includes but is not limited
to a leased employee within the meaning of Section 414(n) of the Code.

                        (iii) Technical Contractor. A "technical contractor" is
an individual who is a skilled technical worker, such as an engineer or computer
specialist and who is hired by a technical services firm and made available to
the Company, Parent or Subsidiary by the technical services firm, in an
arrangement in which the compensation paid to the individual is subject to the
withholding of employment or income taxes by the technical services firm under
Sections 3121 or 3401 of the Code or is subject to reporting by the technical
services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for
the reporting of nonemployee compensation. The term "technical contractor"
includes but is not limited to independent contractors and leased workers. The
term "technical services firm" includes but is not limited to a leasing company,
as described above, or a firm distinct from the Company, Parent or Subsidiary
under a master vendor program or outsourcing arrangement, as described below.

                        (iv) Master Vendor Worker. A "master vendor worker" is
an individual who renders services to the Company, Parent or Subsidiary under a
master vendor program. A master vendor program is an arrangement in which a
personnel agency or other human resources firm supplies the Company, Parent or
Subsidiary with some or all of the individuals who, at any time or from time to
time, constitute the temporary work force of the Company, Parent or Subsidiary,
either directly or through other temporary help services, with or without
consolidated billing or invoicing. The compensation paid to the master vendor
worker is subject to the withholding of employment or income taxes by the
personnel agency or human resources firm under Sections 3121 or 3401 of the Code
or is subject to reporting by the personnel agency or human resources firm,
under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting
of nonemployee compensation. The term "master vendor worker" includes but is not
limited to independent contractors, leased workers and technical contractors.

                        (v) Outsourcing Organization Worker. An "outsourcing
organization worker" is an individual who renders services to the Company,
Parent or Subsidiary under an outsourcing or managed services arrangement. An
outsourcing or managed services arrangement exists when a firm, distinct from
the Company, Parent or Subsidiary and with specialized expertise, contracts with
the Company, Parent or Subsidiary not only to provide personnel but also to
assume responsibility for functions not at the core of the business of the
Company, Parent or Subsidiary. Non-core functions include but are not limited to
mail room, reception, food service, landscaping, and building security or
maintenance. The compensation paid to an outsourcing organization worker is
subject to the withholding of employment or income taxes by the outsourcing
organization or managed services firm under Sections 3121 or 3401 of the Code or
is subject to reporting by the outsourcing organization or managed services
firm, under Code Section 6041, on IRS Form 1099-


                                       2

MISC or other form for the reporting of nonemployee compensation. The term
"outsourcing organization worker" includes but is not limited to independent
contractors, leased workers, technical contractors and master vendor workers.

                        (vi) Consistent with the terms of the Plan and relevant
laws, the Administrator shall have discretionary authority to determine which
persons who provide services to, for or on behalf of the Company, Parent or
Subsidiary are Contingent Workers excluded from the categories of Consultant and
Employee under the Plan.

                  (f) "Committee" means the Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

                  (g) "Common Stock" means the Common Stock of the Company.

                  (h) "Company" means PeopleSoft, Inc., a Delaware corporation.

                  (i) "Consultant" means any person, including an advisor, who
is engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any Director of the Company whether
compensated for such services or not provided that if and in the event the
Company registers any class of any equity security pursuant to the Exchange Act,
the term Consultant shall thereafter not include Directors who are not
compensated for their services or are paid only a director's fee by the Company.

                  (j) "Continuous Status as an Employee or Consultant" means the
absence of any interruption or termination of the employment or consulting
relationship by the Company or any Parent or Subsidiary. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of: (i)
sick leave; (ii) military leave; (iii) any other leave of absence approved by
the Board, provided that such leave is for a period of not more than ninety (90)
days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute, or unless provided otherwise pursuant to Company policy
adopted from time to time; or (iv) in the case of transfers between locations of
the Company or between the Company, its Subsidiaries or its successor.

                  (k) "Director" means a member of the Board.

                  (l) "Disability" means total and permanent disability as
defined in Section 22 (e) (3) of the Code.

                  (m) "Employee" shall mean any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company. The term "Employee" does not include any
Contingent Worker even if such contingent workers are reclassified as common-law
employees of the Company, Parent or Subsidiary unless the Administrator selects
the Contingent Worker as a Consultant, within the meaning of Section 2(i)
herein, who shall participate in the Plan. Consistent with the terms of the Plan
and relevant laws, the


                                       3

Administrator shall have discretionary authority to determine the identity of
reclassified Contingent Workers who shall be treated as Consultants under the
Plan and the manner and extent to which such reclassified Contingent Workers
shall participate in the Plan.

                  (n) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (o) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                        (i) If the Common Stock is listed on any established
stock exchange or a national market system including without limitation the
Nasdaq National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported, as quoted on such system or exchange or the exchange with the greatest
volume of trading in Common Stock for the last market trading day prior to the
time of determination) as reported in the Wall Street Journal or such other
source as the Administrator deems reliable;

                        (ii) If the Common Stock is quoted on the Nasdaq System
(but not on the Nasdaq National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high and low asked prices for the
Common Stock; or

                        (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

                  (p) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

                  (q) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

                  (r) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (s) "Option" means a stock option granted pursuant to the
Plan.

                  (t) "Optioned Stock" means the Common Stock subject to an
Option.

                  (u) "Optionee" means an Employee or Consultant who receives an
Option.

                  (v) "Parent" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (w) "Plan" means this Amended and Restated 1989 Stock Plan.


                                       4

                  (x) "Public Company" means the Company when the Company has a
class of equity securities registered under Section 12 of the Exchange Act.

                  (y) "Purchaser" means an Employee or Consultant who exercises
a Stock Purchase Right.

                  (z) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 10 below.

                  (aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

                  (bb) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

                  (cc) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to the Plan or the right to receive a bonus of Common Stock for
past services.

                  (dd) "Subsidiary" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 425(f) of the Code.

         3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 104,600,000 Shares, plus an annual increase to be added
on the first day of each of the Company's fiscal years beginning in 1999 equal
to the lesser of (i) 20,000,000 shares of Common Stock (with such number
adjusted appropriately for any stock split or similar transaction) or (ii) 5 %
of the number of issued and outstanding shares of Common Stock on the last day
of the immediately preceding fiscal year. The Shares may be authorized, but
unissued, or reacquired Common Stock.

         If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased Shares which
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan, whether upon exercise of an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become available
for future distribution under the Plan.

         4. Administration of the Plan.

                  (a) Procedure.

                        (i) Multiple Administrative Bodies. If (A) the Company
is not a Public Company, or (B) the Company is a Public Company and it is
permitted by Rule 16b-3 and by the Applicable Laws, the Plan may (but need not)
be administered by different administrative bodies with respect to Directors,
non-Director Officers, and Employees who are neither Directors nor Officers.


                                       5

                        (ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option and Stock Purchase
Rights grants made to Employees or Consultants who are also Officers or
Directors when the Company has a class of equity securities registered under
Section 12 of the Exchange Act (in which case the Company shall be referred to
herein as a "Public Company"), the Plan shall be administered by (A) the Board,
if the Board may administer the Plan in compliance with Rule 16b-3 as it applies
to a plan intended to qualify thereunder as a discretionary plan, or (B) a
Committee designated by the Board to administer the Plan, which Committee shall
be constituted (I) in such a manner as to permit the Plan to comply with Rule
16b-3 as it applies to a plan intended to qualify thereunder as a discretionary
plan and (II) in such a manner as to satisfy the Applicable Laws.

                        (iii) Administration With Respect to Other Persons. With
respect to Option and Stock Purchase Rights grants made to Employees or
Consultants who are neither Directors nor Officers of the Company and Option
grants made when the Company is not a Public Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable
Laws.

                        (iv) General. Once a Committee has been appointed
pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies (however caused)
and remove all members of a Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws, and, in the case of a
Committee appointed under subsection (ii), to the extent permitted by Rule 16b-3
as it applies to a plan intended to qualify thereunder as a discretionary plan.

                  (b) Powers of the Administrator. Subject to the provisions of
the Plan and in the case of a Committee, the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

                        (i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(o) of the Plan;

                        (ii) to select the Consultants and Employees to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

                        (iii) to determine whether and to what extent Options
and Stock Purchase Rights or any combination thereof, are granted hereunder;

                        (iv) to determine the number of shares of Common Stock
to be covered by each such award granted hereunder;

                        (v) to approve forms of agreement for use under the
Plan;


                                       6

                        (vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder
(including, but not limited to, the share price and any restriction or
limitation of any Option or other award and/or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator shall
determine, in its sole discretion); and

                        (vii) to determine the terms and restrictions applicable
to Stock Purchase Rights and the Restricted Stock purchased by exercising such
Stock Purchase Rights.

                  (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees, Purchasers and any other holders of any Options or
Stock Purchase Rights.

         5. Eligibility.

                  (a) Options and Stock Purchase Rights may be granted to
Employees and Consultants, provided that Incentive Stock Options may be granted
only to Employees. An Employee or Consultant who has been granted an Option or
Stock Purchase Right may, if he is otherwise eligible, be granted additional
Option(s) or Stock Purchase Rights.

                  (b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.

                  (c) For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

                  (d) The Plan shall not confer upon any Optionee or holder of a
Stock Purchase Right any right with respect to continuation of employment or
consulting relationship with the Company, nor shall it interfere in any way with
his or her right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.

                  (e) The following limitations shall apply to grants of Options
and Stock Purchase Rights to Employees:

                        (i) No Employee shall be granted, in any fiscal year of
the Company, Options and Stock Purchase Rights to purchase more than 4,000,000
Shares.

                        (ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.


                                       7

                        (iii) If an Option or Stock Purchase Right is cancelled
(other than in connection with a transaction described in Section 12), the
cancelled Option or Stock Purchase Right will be counted against the limit set
forth in Section 5(e)(i). For this purpose, if the exercise price of an Option
or Stock Purchase Right is reduced, the transaction will be treated as a
cancellation of the Option or Stock Purchase Right and the grant of a new Option
or Stock Purchase Right.

         6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 18 of the Plan. It shall
continue in effect until March 17, 2008 unless sooner terminated under Section
14 of the Plan.

         7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that in the case of an Incentive Stock
Option or a Nonstatutory Stock Option, the term shall be no more than ten (10)
years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement. However, in the case of an Option granted to an Optionee
who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant thereof or such shorter term as may be provided in the Option
Agreement.

         8. Option Exercise Price and Consideration.

                  (a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be such price as is
determined by the Board, but shall be subject to the following:

                        (i) In the case of an Incentive Stock Option

                                (A) granted to an Employee who, at the time of
the grant of such Incentive Stock Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.

                                (B) granted to any Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                        (ii) In the case of a Nonstatutory Stock Option

                                (A) granted to a person who, at the time of the
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of the grant.

                                (B) granted to any person, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.


                                       8

                  (b) Form of Consideration. The consideration to be paid for
the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may
consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option either have
been owned by the Optionee for more than six months on the date of surrender or
were not acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised, (5) authorization for the
Company to retain from the total number of Shares as to which the Option is
exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (6) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds required to pay the exercise price,
(7) delivery of an irrevocable subscription agreement for the Shares which
irrevocably obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription agreement, (8)
any combination of the foregoing methods of payment, or (9) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws. In making its determination as to the type of
consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

         9. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Stockholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Administrator, including performance criteria
with respect to the Company and/or the Optionee, and as shall be permissible
under the terms of the Plan.

                        An Option may not be exercised for a fraction of a
Share.

                        An Option shall be deemed to be exercised when notice of
such exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 12 of the Plan.

                        Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.


                                       9

                  (b) Termination of Employment or Consulting Relationship. In
the event of termination of an Optionee's Continuous Status as an Employee or
Consultant with the Company (as the case may be), such Optionee may, but only
within ninety (90) days (or such other period of time of not less than thirty
(30) days as is determined by the Board, with such determination in the case of
an Incentive Stock Option being made at the time of grant of the Option and not
exceeding ninety (90) days) after the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Option Agreement), exercise his Option to the extent that Optionee was entitled
to exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of such termination, or if
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

                  (c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Continuous
Status as an Employee or Consultant as a result of Optionee's total and
permanent disability. Optionee may, but only within twelve (12) months from the
date of such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
To the extent that Optionee was not entitled to exercise the Option at the date
of termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

                  (d) Death of Optionee. In the event of the death of an
Optionee, the Option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent the Optionee was entitled to exercise the
Option at the date of death. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate.

                  (e) Rule 16b-3. Options granted to persons subject to Section
16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

         10. Stock Purchase Rights.

                  (a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid (which price shall not be less than 85% of the
Fair Market Value of the Shares as of the date of the offer), and the time
within which such person must accept such offer, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made the
determination to grant the


                                       10

Stock Purchase Right. The offer shall be accepted by execution of a stock
purchase agreement in the form determined by the Administrator.

                  (b) Repurchase Option. Unless the Administrator determines
otherwise, the stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Purchaser's employment or consulting relationship with the Company for any
reason (including death or disability). The purchase price for Shares
repurchased pursuant to the stock purchase agreement shall be the original price
paid by the Purchaser or the Fair Market Value as of the date of bonus in the
case of a stock bonus and may be paid by cancellation of any indebtedness of the
Purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine.

                  (c) Other Provisions. The stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of stock purchase agreements need not be the same with
respect to each Purchaser.

                  (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the Purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 12
of the Plan.

         11. Transferability of Options and Stock Purchase Rights. An Option or
Stock Purchase Right may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee or Purchaser, only by the Optionee or Purchaser; provided, however,
that the vested portions of Nonstatutory Stock Options may be transferred upon
written request to the Administrator subject to the following limitations:

                  (a) The Optionee must be a U.S. citizen and taxpayer (unless
the Administrator, in its sole discretion, decides to forego this requirement);

                  (b) The minimum number of Shares subject to a Nonstatutory
Stock Option which may be transferred will be 500 shares or, if less, the
greatest number of shares which the Optionee has reasonably determined may be
transferred without exceeding the applicable annual gift exclusion limit;

                  (c) The number of Nonstatutory Stock Options transfers each
Optionee may make each year shall be limited to (i) one for each beneficiary
each calendar year and (ii) no more than five transfers per calendar year;

                  (d) Once transferred, there shall be no further transfers of
the Option, unless determined otherwise by the Administrator in its sole
discretion;


                                       11

                  (e) The transferee must be an immediate family member, a trust
in which an immediate family member has a more than fifty percent beneficial
interest, or a LLC or partnership in which an immediate family member has a more
than fifty percent voting interest. "Immediate family member" as used herein
shall mean the spouse, lineal descendants, father, mother, brothers and sisters
of the Optionee, or if no such individuals exist, then an heir and/or successor
of the Optionee;

                  (f) The Company shall have the right, in its sole discretion,
to require legal documentation to be provided by the Optionee and to accept or
deny the request for transfer;

                  (g) The Optionee (and beneficiary if of legal age), must sign
an indemnification agreement holding the Company harmless for any reason for
each transfer, with such indemnification agreement including such
representations and provisions as are required by the Administrator, in its sole
discretion, and any other documentation relating to the transfer as is required
by the Administrator, in its sole discretion; and

                  (h) The terms and conditions of the Option shall be binding
upon the transferees, executors, administrators, heirs, successors and assigns
of the Optionee.

         12. Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option and Stock Purchase Right, and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
Option or Stock Purchase Right.

                  In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior to
such proposed action. To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such proposed
action. In the event of a merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. With respect to any Option granted prior to January 4,
1992, in the event that such successor corporation refuses to assume such Option
or to substitute an equivalent option, the Board shall, in lieu of such
assumption or substitution, provide


                                       12

for the Optionee to have the right to exercise such Option as to all of the
Optioned Stock, including Shares as to which such Option would not otherwise be
exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of a merger, the Board shall notify the
Optionee that the Option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the Option
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares).

         13. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such grant.

         14. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of any
Optionee or Purchaser under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to comply with Rule
16b-3 under the Exchange Act or with Section 422 of the Code (or any other
applicable law or regulation, including the requirements of the NASD or an
established stock exchange), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.

                  (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not adversely affect Options or Stock Purchase
Rights already granted and such Options or Stock Purchase Rights shall remain in
full force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee or Purchaser and the Board, which
agreement must be in writing and signed by the Optionee or Purchaser and the
Company.

         15. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Rights unless the
exercise of such Option or Stock Purchase Rights and the issuance and delivery
of such Shares pursuant thereto shall comply with all relevant provisions of
law, including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.


                                       13

                  As a condition to the exercise of an Option or Stock Purchase
Rights, the Company may require the person exercising such Option or Stock
Purchase Rights to represent and warrant at the time of any such exercise that
the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

         16. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

             The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         17. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.

         18. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law.

         19. Information to Optionees. The Company shall provide to each
Optionee and Purchaser, during the period for which such Optionee or Purchaser
has one or more Options or Stock Purchase Rights outstanding, copies of all
annual reports and other information which are provided to all stockholders of
the Company. The Company shall not be required to provide such information to
key employees whose duties in connection with the Company assure their access to
equivalent information.


                                       14

EX-99.2

                                                                    EXHIBIT 99.2


                                PEOPLESOFT, INC.
                        1992 EMPLOYEE STOCK PURCHASE PLAN

                        (As amended on January 31, 2000)


         The following constitute the provisions of the 1992 Employee Stock
Purchase Plan of PeopleSoft, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "Common Stock" shall mean the Common Stock, $0.01 par
value, of the Company.

                  (d) "Company" shall mean PeopleSoft, Inc. a Delaware
corporation.

                  (e) "Compensation" shall mean all regular straight time gross
earnings and sales commissions, including payments for overtime, shift premiums,
bonuses, and other cash compensation, but excluding all tax gross-up or expense
reimbursement amounts paid to participants.

                  (f) "Contingent Worker" describes any person during the period
in which the person (i) renders services to, for or on behalf of the Company or
a Designated Subsidiary under one or more of the following categories or
classifications and (ii) is not an employee pursuant to Code Section 3121(d) or
Revenue Ruling 87-41:

                        (i) Independent Contractor. An "independent contractor"
is an individual (a) whose services are engaged by the Company or Designated
Subsidiary under a written or oral contract, between the individual and the
Company or Designated Subsidiary, to perform specialized tasks, for or on behalf
of the Company or Designated Subsidiary, which require substantial skill and
independent judgment and (b) whose compensation is not subject to the
withholding of employment or income taxes by the Company or Designated
Subsidiary under Sections 3121 or 3401 of the Code (other than back-up
withholding under Code Section 3406) but is subject to reporting by the Company
or Designated Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or
other form for the reporting of nonemployee compensation.

                        (ii) Leased Worker. A "leased worker" is an individual
hired by an employee leasing company and made available to the Company or
Designated Subsidiary by the leasing company, under a written or oral contract
between the Company or Designated Subsidiary and the leasing company, in an
arrangement in which the compensation paid to the individual is subject to the
withholding of employment or income taxes by the leasing company under Sections
3121 or 3401 of the Code. The term "leased worker" includes but is not limited
to a leased employee within the meaning of Section 414(n) of the Code.

                        (iii) Technical Contractor. A "technical contractor" is
an individual who is a skilled technical worker, such as an engineer or computer
specialist and who is hired by a technical services firm and made available to
the Company or Designated Subsidiary by the technical services firm, in an
arrangement in which the compensation paid to the individual is subject to the
withholding of employment or income taxes by the technical services firm under
Sections 3121 or 3401 of the Code or is subject to reporting by the technical
services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for
the reporting of nonemployee compensation. The term "technical contractor"
includes but is not limited to independent contractors and leased workers. The
term "technical services firm" includes but is not limited to a leasing company,
as described above, or another firm distinct from the Company or Designated
Subsidiary under a master vendor program or outsourcing arrangement, as
described below.

                        (iv) Master Vendor Worker. A "master vendor worker" is
an individual who renders services to the Company, Parent or Subsidiary under a
master vendor program. A master vendor program is an arrangement in which a
personnel agency or other human resources firm supplies the Company or
Designated Subsidiary with some or all of the individuals who, at any time or
from time to time, constitute the temporary work force of the Company or
Designated Subsidiary, either directly or through other temporary help services,
with or without consolidated billing or invoicing. The compensation paid to the
master vendor worker is subject to the withholding of employment or income taxes
by the personnel agency or human resources firm under Sections 3121 or 3401 of
the Code or is subject to reporting by the personnel agency or human resources
firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation. The term "master vendor worker" includes
but is not limited to independent contractors, leased workers and technical
contractors.

                        (v) Outsourcing Organization Worker. An "outsourcing
organization worker" is an individual who renders services to the Company or
Designated Subsidiary under an outsourcing or managed services arrangement. An
outsourcing or managed services arrangement exists when a firm, distinct from
the Company or Designated Subsidiary and with specialized expertise, contracts
with the Company or Designated Subsidiary not only to provide personnel but also
to assume responsibility for functions not at the core of the business of the
Company or Designated Subsidiary. Non-core functions include but are not limited
to mail room, reception, food service, landscaping, and building security or
maintenance. The compensation paid to an outsourcing organization worker is
subject to the withholding of employment or income taxes by the outsourcing
organization or managed services firm under Sections 3121 or 3401 of the Code or
is subject to reporting by the outsourcing organization or managed services
firm, under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation. The


                                       2

term "outsourcing organization worker" includes but is not limited to
independent contractors, leased workers, technical contractors and master vendor
workers.

                        (vi) Consistent with the terms of the Plan and relevant
laws, the Administrator shall have discretionary authority to determine which
persons who provide services to, for or on behalf of the Company or Designated
Subsidiary are Contingent Workers excluded from the categories of Consultant and
Employee under the Plan.

                  (g) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.

                  (h) "Contributions" shall mean all amounts credited to the
account of a participant pursuant to the Plan.

                  (i) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (j) "Employee" shall mean any person, including an officer,
who is customarily employed for at least twenty (20) hours per week and more
than five (5) months in a calendar year by the Company or one of its Designated
Subsidiaries. Pursuant to Treasury Regulation Section 1.421-7(h), the
determination of whether a person is an Employee shall be made in accordance
with the rules and principles contained in Code Section 3401 and the regulations
thereunder regarding persons on domestic or foreign payroll of the Company and
its Designated Subsidiaries. The term "Employee" does not include any Contingent
Worker. Consistent with the terms of the Plan and relevant laws, the Plan
Administrator shall have discretionary authority to determine which
service-providers shall be treated as Employees under the Plan and to decide all
other questions regarding the application, operation and administration of the
Plan.

                  (k) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (l) "Exercise Date" shall mean the last day of each Offering
Period of the Plan.

                  (m) "Offering Date" shall mean the first business day of each
Offering Period of the Plan, except that in the case of an individual who
becomes an eligible Employee after the first business day of an Offering Period
but prior to the first business day of the last calendar quarter of such
Offering Period, the term "Offering Date" shall mean the first business day of
the calendar quarter coinciding with or next succeeding the day on which that
individual becomes an eligible Employee.

                        Options granted after the first business day of an
Offering Period will be subject to the same terms as the options granted on the
first business day of such Offering Period except that they will have a
different grant date (thus, potentially, a different exercise price) and,


                                       3

because they expire at the same time as the options granted on the first
business day of such Offering Period, a shorter term.

                  (n) "Offering Period" shall mean a period of six (6) months.

                  (o) "Plan" shall mean this Employee Stock Purchase Plan.

                  (p) "Plan Administrator" means the Board or committee named by
the Board under Section 13 below.

                  (q) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

         3. Eligibility.

                  (a) Any person who has been continuously employed as an
Employee for one (1) month as of the Offering Date of a given Offering Period
shall be eligible to participate in such Offering Period under the Plan,
provided that such person was not eligible to participate in such Offering
Period as of any prior Offering Date, and further, subject to the requirements
of Section 5(a) and the limitations imposed by Section 423(b) of the Code. With
respect to the initial Offering Period only, any person who was employed as an
Employee as of November 1, 1992 shall be eligible to participate in such initial
Offering Period under the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company, or (ii) if
such option would permit his or her rights to purchase stock under all employee
stock purchase plans (described in Section 423 of the Code) of the Company and
its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.

         4. Offering Periods. The Plan shall be implemented by a series of
Offering Periods, with new Offering Periods commencing on or about January 1 and
July 1 of each year (or at such other time or times as may be determined by the
Board of Directors). The first Offering Period shall commence on January 1, 1993
or on such other date the Board shall determine. The Plan shall continue until
terminated in accordance with Section 19 hereof. The Board of Directors of the
Company shall have the power to change the duration and/or the frequency of
Offering Periods with respect to future offerings without stockholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.


                                       4

         5. Participation.

                  (a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement on the form provided by the Company and
filing it with the Company's Office of Human Resources prior to the applicable
Offering Date, unless a later time for filing the subscription agreement is set
by the Board for all eligible Employees with respect to a given offering. The
subscription agreement shall set forth the percentage of the participant's
Compensation (which shall be not less than 1% and not more than 10%) to be paid
as Contributions pursuant to the Plan.

                  (b) Payroll deductions shall commence on the first payroll
following the Offering Date and shall end on the last payroll paid on or prior
to the Exercise Date of the offering to which the subscription agreement is
applicable, unless sooner terminated by the participant as provided in Section
10.

         6. Method of Payment of Contributions.

                  (a) The participant shall elect to have payroll deductions
made on each payday during the Offering Period in an amount not less than one
percent (1%) and not more than ten percent (10%) of such participant's
Compensation on each such payday; provided that the aggregate of such payroll
deductions during the Offering Period shall not exceed ten percent (10%) of the
participant's aggregate Compensation during said Offering Period. All payroll
deductions made by a participant shall be credited to his or her account under
the Plan. A participant may not make any additional payments into such account.

                  (b) A participant may discontinue his or her participation in
the Plan as provided in Section 10, or, on one occasion only during the Offering
Period, may increase or decrease the rate of his or her Contributions during the
Offering Period by completing and filing with the Company a new subscription
agreement. The change in rate shall be effective as of the beginning of the
calendar quarter following the date of filing of the new subscription agreement.

                  (c) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current calendar year that
the aggregate of all payroll deductions accumulated with respect to such
Offering Period and any other Offering Period ending within the same calendar
year equal $21,250. Payroll deductions shall re-commence at the rate provided in
such participant's subscription agreement at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10.

         7. Grant of Option.

                  (a) On the Offering Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date a number of shares of the Company's
Common Stock determined by dividing such Employee's Contributions accumulated
prior to such Exercise Date and retained in the participant's account as of the
Exercise Date by the lower of (i) eighty-five percent (85%) of the fair market
value of a share of

                                       5

the Company's Common Stock on the Offering Date, or (ii) eighty-five percent
(85%) of the fair market value of a share of the Company's Common Stock on the
Exercise Date; provided however, that the maximum number of shares an Employee
may purchase during each Offering Period shall be determined at the Offering
Date by dividing $12,500 by the fair market value of a share of the Company's
Common Stock on the Offering Date, and provided further that such purchase shall
be subject to the limitations set forth in Sections 3(b) and 12. The fair market
value of a share of the Company's Common Stock shall be determined as provided
in Section 7(b).

                  (b) The option price per share of the shares offered in a
given Offering Period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date. The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion based on the closing
price of the Common Stock for such date (or, in the event that the Common Stock
is not traded on such date, on the immediately preceding trading date), as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) National Market System or, if such price is not reported, the mean of
the bid and asked prices per share of the Common Stock as reported by NASDAQ or,
in the event the Common Stock is listed on a stock exchange, the fair market
value per share shall be the closing price on such exchange on such date (or, in
the event that the Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in The Wall Street Journal. For the initial
Offering Period only, the fair market value per share on the Offering Date shall
be the initial offering price of the Company's shares of Common Stock to the
public as indicated in the Company's final prospectus in connection with such
offering and as such price is negotiated between the Company and the managing
underwriters.

         8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in such participant's account for the subsequent
offering period, subject to earlier withdrawal by such participant subject to
Section 10 hereof. Any other monies left over in such participant's account
after the Exercise Date shall be returned to such participant. The shares
purchased upon exercise of an option hereunder shall be deemed to be transferred
to the participant on the Exercise Date. During his or her lifetime, a
participant's option to purchase shares hereunder is exercisable only by him or
her.

         9. Delivery. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option.

         10. Withdrawal; Termination of Employment.

                  (a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the
Company. All of the participant's Contributions credited to his or her


                                       6

account will be paid to him or her promptly after receipt of his or her notice
of withdrawal and his or her option for the current period will be automatically
terminated, and no further Contributions for the purchase of shares will be made
during the Offering Period.

                  (b) Upon termination of the participant's Continuous Status as
an Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the Contributions credited to his or her account
will be returned to him or her or, in the case of his or her death, to the
person or persons entitled thereto under Section 14, and his or her option will
be automatically terminated.

                  (c) In the event an Employee fails to remain in Continuous
Status as an Employee of the Company for at least twenty (20) hours per week
during the Offering Period in which the employee is a participant, he or she
will be deemed to have elected to withdraw from the Plan and the Contributions
credited to his or her account will be returned to him or her and his or her
option terminated.

                  (d) A participant's withdrawal from an offering will not have
any effect upon his or her eligibility to participate in a succeeding offering
or in any similar plan which may hereafter be adopted by the Company.

         11. Interest. No interest shall accrue on the Contributions of a
participant in the Plan.

         12. Stock.

                  (a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 18, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 6,000,000 shares, plus an automatic annual increase to be added on the
first day of each of the Company's fiscal years beginning in 1999 equal to the
lesser of (i) 5,000,000 shares of Common Stock (subject to adjustment as
provided in Section 18) or (ii) an amount equal to (x) 1.5% of the number of
issued and outstanding shares of Common Stock on the last day of the immediately
preceding fiscal year less (y) the number of shares available for future
issuance under the Plan. The shares may be authorized, but unissued, or
reacquired Common Stock. If the total number of shares which would otherwise be
subject to options granted pursuant to Section 7(a) on the Offering Date of an
Offering Period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of Contributions, if necessary.

                  (b) The participant will have no interest or voting right in
shares covered by his or her option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse.


                                       7

         13. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan. The composition of the committee shall be in accordance with the
requirements to obtain or retain any available exemption from the operation of
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

         14. Designation of Beneficiary.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to the end of the Offering Period but prior to delivery to him or her
of such shares and cash. In addition, a participant may file a written
designation of a beneficiary who is to receive any cash from the participant's
account under the Plan in the event of such participant's death prior to the
Exercise Date of the Offering Period. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such designation of beneficiary may be changed by the
participant (and his or her spouse, if any) at any time by written notice. In
the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

         15. Transferability. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10.

         16. Use of Funds. All Contributions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such Contributions.

         17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees promptly following the Exercise Date, which statements will set forth
the amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under


                                       8

the Plan which has not yet been exercised and the number of shares of Common
Stock which have been authorized for issuance under the Plan but have not yet
been placed under option (collectively, the "Reserves"), as well as the price
per share of Common Stock covered by each option under the Plan which has not
yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no issue
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an option.

         In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date"). If the Board
shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
each participant in writing, at least ten (10) days prior to the New Exercise
Date, that the Exercise Date for his or her option has been changed to the New
Exercise Date and that his or her option will be exercised automatically on the
New Exercise Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock
for each share of Common Stock held on the effective date of the transaction
(and if such holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares of
Common Stock); provided, however, that if such consideration received in the
sale of assets or merger was not solely common stock of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board
may, with the consent of the successor corporation and the participant, provide
for the consideration to be received upon exercise of the option to be solely
common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the
sale of assets or merger.

         The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding


                                       9

Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.

         19. Amendment or Termination.

                  (a) The Board of Directors of the Company may at any time
terminate or amend the Plan. Except as provided in Section 18, no such
termination may affect options previously granted, nor may an amendment make any
change in any option theretofore granted which adversely affects the rights of
any participant. In addition, to the extent necessary to comply with Rule 16b-3
under the Exchange Act, or under Section 423 of the Code (or any successor rule
or provision or any applicable law or regulation), the Company shall obtain
stockholder approval in such a manner and to such a degree as so required.

                  (b) Without stockholder consent and without regard to whether
any participant rights may be considered to have been adversely affected, the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

         20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

                  As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.


                                       10

         22. Term of Plan; Effective Date. The Plan shall become effective upon
the earlier to occur of its adoption by the Board of Directors or its approval
by the stockholders of the Company. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 19.

         23. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

         24. Special Offering Period for Vantive Employees. Vantive Employees
who are otherwise eligible hereunder shall be eligible to participate in a
special Offering Period of five months' duration (the "Vantive Special Offering
Period"). The Offering Date for the Vantive Special Offering Period is February
1, 2000. The Exercise Date is June 30, 2000. The per share purchase price for
the Vantive Special Offering Period shall be the lower of: (i) 85% of the fair
market value of a share of the Common Stock of the Company on the February 1,
2000 Offering Date; or (ii) 85% of the fair market value of a share of the
Common Stock of the Company on the June 30, 2000 Exercise Date. All of the other
terms and conditions of the Plan applicable to any Offering Period shall apply
to the Vantive Special Offering Period.


                                       11