SC 14D9

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 14D-9

SOLICITATION/ RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

PeopleSoft, Inc.

(Name of Subject Company)

PeopleSoft, Inc.

(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

712713106

(CUSIP Number of Class of Securities)

Craig Conway

President and Chief Executive Officer

PeopleSoft, Inc.

4460 Hacienda Drive, Pleasanton, California 94588-8618

(925) 225-3000

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person Filing Statement)

Copies To:

Douglas D. Smith, Esq.

Gibson, Dunn & Crutcher LLP

One Montgomery Street

San Francisco, California 94104

(415) 393-8200

          o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer

INTRODUCTION

      This Solicitation/ Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) relates to an offer by Pepper Acquisition Corp., a Delaware corporation (“Oracle Sub”) and a wholly owned subsidiary of Oracle Corporation, a Delaware corporation (“Oracle”), to purchase all outstanding shares of common stock, par value $0.01 per share, of PeopleSoft, Inc., a Delaware corporation (the “Company”), together with the associated Series A Participating Preferred Stock purchase rights issued as a dividend on the common stock on February 27, 1995 and governed by the First Amended and Restated Preferred Shares Rights Agreement, dated as of December 16, 1997 (the “Rights Plan”), by and between the Company and BankBoston, N.A., as rights agent. The common stock and the associated preferred stock purchase rights are referred to collectively in this Schedule 14D-9 as the “Common Stock.”

Item 1. Subject Company Information.

      (a) The name of the subject company is PeopleSoft, Inc., a Delaware corporation (“PeopleSoft,” or the “Company”), and the address and telephone number of its principal executive offices is 4460 Hacienda Drive, Pleasanton, California 94588-8618, (925) 225-3000.

      (b) The title of the class of equity securities to which this Schedule 14D-9 relates is the Company’s common stock, par value $0.01 per share (together with the associated preferred stock purchase rights), of which there were 316,693,919 shares outstanding as of June 1, 2003, with an additional 99,514,595 shares reserved for issuance under the Company’s equity compensation plans, of which 82,387,239 shares are issuable upon or otherwise deliverable in connection with the exercise of outstanding options issued pursuant to such plans.

Item 2. Identity and Background of Filing Person

      (a) The filing person’s name, address and business telephone number are set forth in Item 1(a) above, which information is incorporated by reference. The Company’s website is www.peoplesoft.com. The information on the Company’s website should not be considered a part of this statement.

      (b) This Schedule 14D-9 relates to the tender offer by Oracle Sub pursuant to which Oracle Sub has offered to purchase all outstanding shares of Common Stock at a cash purchase price of $16.00 per share. The tender offer is on the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, the “Schedule TO”), filed by Oracle and Oracle Sub with the Securities and Exchange Commission (the “SEC”) on June 9, 2003. The value of the consideration offered, together with all of the terms and conditions applicable to the tender offer, is referred to in this Schedule 14D-9 as the “Offer.”

      According to the Offer to Purchase filed by Oracle and Oracle Sub as Exhibit (a)(1)(i) to the Schedule TO, the business address and telephone number of both Oracle and Oracle Sub is 500 Oracle Parkway, Redwood City, California 94065, (650) 506-7000.

Item 3. Past Contacts, Transactions, Negotiations and Agreements

      Except as described in this Schedule 14D-9 or in the excerpts from the Company’s Definitive Proxy Statement, dated April 28, 2003 (the “2003 Proxy Statement”), filed as Exhibit (e)(1) to this Schedule 14D-9, there are no agreements, arrangements, understandings, or any actual or potential conflicts of interest between the Company or its affiliates and (i) the Company or its executive officers, directors or affiliates or (b) Oracle or Oracle Sub or their respective executive officers, directors or affiliates. The excerpts filed as Exhibit (e)(1) to this Schedule 14D-9 are incorporated herein by this reference, and include the information on the following pages and with the following headings from the 2003 Proxy Statement:

•  Page 8, “Severance Arrangements”;

•  Page 10, “CEO Compensation”;

•  Pages 15 and 16, “Board Compensation”;

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•  Page 16, “Certain Business Relationships and Transactions with Management”;

•  Pages 16 through 18, “Purpose of the 2003 Plan,” “Description of the 2003 Plan,” “General,” “Administration of the 2003 Plan,” “Eligibility,” “Options,” “Restricted Stock Awards,” “Adjustments Upon Changes in Capitalization,” “Amendment and Termination of the 2003 Plan,” “Transferability of Awards”; and

•  Appendix A, “PeopleSoft, Inc. 2003 Directors Stock Plan.”

Cash Consideration Payable Pursuant to the Offer

      If the directors and executive officers of the Company who own shares of Common Stock tender their shares for purchase pursuant to the Offer, they will receive the same cash consideration on the same terms and conditions as the other stockholders of the Company. As of June 1, 2003, the directors and executive officers of the Company beneficially owned in the aggregate 29,094,995 shares of Common Stock (excluding unvested shares of restricted stock and options to purchase Common Stock). If the directors and executive officers were to tender all of their shares for purchase pursuant to the Offer and those shares were accepted for purchase and purchased by Oracle Sub, the directors and officers would receive an aggregate of $465,519,920 in cash. As discussed below in Item 4(c), to the best knowledge of the Company, none of the Company’s executive officers, directors, affiliates or subsidiaries currently intends to tender shares of Common Stock held of record or beneficially by such person for purchase pursuant to the Offer.

      As of June 1, 2003, the directors and executive officers held (i) options to purchase 14,484,882 shares of Common Stock, 6,125,050 of which were vested and exercisable as of that date, with exercise prices ranging from $9.75 to $40.20 and an aggregate weighted average exercise price of $21.54 per share and (ii) 987,033 shares of restricted Common Stock subject to possible repurchase by the Company. Upon a change of control of the Company, 500,000 shares of restricted Common Stock and 4,315,107 unvested options to purchase Common Stock held by Craig A. Conway and 125,000 unvested options to purchase Common Stock held by Kevin T. Parker will fully vest and will no longer be subject to forfeiture, in each case unless the employee otherwise elects.

Employment Agreements

      PeopleSoft has employment agreements with two of its executive officers, Messrs. Conway and Dubois.

      Mr. Conway, President and Chief Executive Officer of the Company, entered into an employment agreement with PeopleSoft in May 1999, which is filed as Exhibit (e)(2) to this statement and is incorporated by this reference, except to the extent the terms of the agreement are superseded by the amendments described below. The agreement provides for an annual base salary starting at $500,000, subject to annual review. In addition, the agreement provides that Mr. Conway’s bonuses will be determined by the Compensation Committee of the board of directors based on performance criteria established by the Compensation Committee. Pursuant to the employment agreement, in May 1999 the Compensation Committee granted Mr. Conway options to acquire 2,000,000 shares of Company Common Stock at an exercise price of $12.6875 per share with monthly vesting over a four year period, conditioned on Mr. Conway’s continued employment or consulting relationship with PeopleSoft. All of those options have vested by their terms. Also pursuant to the employment agreement, Mr. Conway purchased 500,000 shares of Common Stock at $0.01 per share. Such stock was subject to repurchase by PeopleSoft at its original purchase price, which right expired as to 25% of the shares each year over the four years following the purchase, conditioned on Mr. Conway’s continued employment or consulting relationship with the Company. None of these shares are still subject to repurchase by the Company.

      Pursuant to his employment agreement, Mr. Conway is entitled to severance pay and accelerated vesting of stock options and restricted stock awards initially granted or awarded pursuant to the employment agreement, under certain circumstances. If Mr. Conway is involuntarily terminated other than for cause, or if Mr. Conway voluntarily terminates his employment with PeopleSoft for good reason, the vesting of his stock options and restricted stock will be accelerated to the same extent as such stock would have vested had Mr. Conway remained employed by PeopleSoft for an additional twelve months. Further, Mr. Conway would

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be entitled to severance equal to one year’s base salary plus target bonus. In the event of a change of control of the Company, Mr. Conway’s unvested stock options and restricted stock would become fully vested and exercisable. Prior to June 6, 2003, the date Oracle announced its intent to commence a tender offer, the Compensation Committee of the board of directors approved amendments to Mr. Conway’s employment agreement to increase the severance payments to two years’ base salary plus target bonus and to provide for the following accelerated vesting of options and restricted stock: (i) immediate vesting of all unvested options and restricted stock upon a change of control of PeopleSoft and (ii) two years’ service credit upon termination of employment without cause or voluntary termination with good reason.

      People Soft also has an employment agreement with Mr. Guy Dubois, Executive Vice President, International, of the Company, which is filed as Exhibit (e)(3) to this statement and is incorporated by this reference. The agreement was originally entered into in 1999 when Mr. Dubois was hired by The Vantive Corporation (acquired by PeopleSoft in December 1999). The agreement, as amended in January 2001, provides for an initial base salary of $215,000 and a target bonus of $246,000, both of which are subject to adjustment. In addition, the agreement includes a provision for an expatriation allowance, a car allowance, a residential relocation allowance and an educational allowance. Mr. Dubois is entitled to severance pay equal to nine months’ salary and pro rata target bonus if his employment is terminated without cause. Either Mr. Dubois or PeopleSoft may terminate the agreement at any time upon three months notice to the other party.

Item 4. The Solicitation or Recommendation

      (a) Solicitation/ Recommendation.

      The board of directors, at a meeting held on June 8, 2003, formed a committee of independent directors (the “Transaction Committee”), comprised of Frank J. Fanzilli, Jr., Steven D. Goldby, A. George Battle and Cyril J. Yansouni. The board of directors charged the members of the Transaction Committee with evaluating and assessing the terms of Oracle’s tender offer, once announced, in consultation with the financial and legal advisors engaged by the board of directors to render financial advice in connection with, among other things, any tender offer commenced by Oracle. The Transaction Committee also was authorized to obtain all relevant and material facts and information, to direct the activities of such legal and financial advisors, to pursue such due diligence as the Transaction Committee deemed necessary, and to make a final recommendation to the full board of directors regarding any such tender offer.

      After careful consideration, including a thorough review of the terms and conditions of the Offer with the board’s financial and legal advisors, the Transaction Committee and the full board of directors unanimously determined at a meeting on June 11, 2003 that the Offer would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that the necessary approval would not be granted, that the delays and uncertainties created by Oracle’s Offer, coupled with Oracle’s stated intent to discontinue PeopleSoft’s market-leading products, represent a substantial threat to stockholder value, and that the unsolicited and hostile nature of the Offer, combined with Oracle’s statements, was designed to disrupt the Company’s strong momentum at significant cost to the Company and its 5,100 customers. Therefore, the Transaction Committee determined that the Offer was not in the best interests of the stockholders and unanimously recommended to the board of directors that the full board of directors, in turn, recommend that the Company’s stockholders reject the Offer and not tender their shares to Oracle for purchase.

      Accordingly, the board of directors unanimously recommends that the Company stockholders reject the Offer and not tender shares for purchase pursuant to the Offer.

      A form of letter to the Company’s stockholders and a press release communicating the recommendation of the board of directors are filed as Exhibits (a)(1) and (a)(2) hereto respectively and are incorporated herein by this reference.

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      (b) Background of the Offer; Reasons for Recommendation

Background

      On or about June 5, 2002, Craig A. Conway, the President and Chief Executive Officer of the Company, contacted Lawrence J. Ellison, the Chairman and Chief Executive Officer of Oracle, to determine whether Oracle would be interested in selling its enterprise applications business to the Company. On that date, Oracle and the Company entered into a mutual nondisclosure agreement. On the following day, June 6, 2002, Ram Gupta, Peter Gasser, Rick Bergquist and Kevin T. Parker, the Chief Financial Officer of the Company, met in person with Safra Catz, the Executive Vice President of Oracle, and other representatives of Oracle, to discuss the matter. The parties were unable to agree on the terms of any potential sale of Oracle’s enterprise applications business to the Company. Shortly thereafter, Mr. Conway and Mr. Ellison had a brief telephone conversation in which they concluded that they could not agree on mutually acceptable terms to such a transaction. There have been no further discussions between Oracle and PeopleSoft on this subject since that time.

      On June 2, 2003, the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”), among J.D. Edwards & Company (“J.D. Edwards”), the Company, and a wholly owned subsidiary of the Company, pursuant to which the Company would acquire J.D. Edwards in a stock transaction that would create the world’s second largest enterprise applications software company. The proposed merger has been unanimously approved by the respective boards of directors of the Company and J.D. Edwards, but remains subject to the approval of the stockholders of both companies and to the satisfaction or waiver of certain other closing conditions, including the termination or expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The Merger Agreement relating to the pending J.D. Edwards acquisition was filed as Exhibit 2.1 to J.D. Edwards’ Current Report on Form 8-K filed with the SEC on June 3, 2003 and as Exhibit 1 to the Schedule 13D filed by the Company and a wholly owned subsidiary of the Company on June 11, 2003.

      On June 6, 2003, Oracle announced its intention to commence the Offer on June 9, 2003, in a press release, on an analysts telephone call and in other materials filed with the SEC as tender offer communications filed under cover of Schedule TO. Oracle also delivered a letter to the Company announcing its intention to commence the tender offer and requesting that the board of directors of the Company redeem or render inapplicable all outstanding preferred stock purchase rights. The letter also stated that Oracle was prepared to meet with the Company to discuss the Offer.

      On June 6, 2003, the Company filed a press release regarding the anticipated tender offer. The release was filed by the Company with the SEC as a preliminary communication filed under cover of Schedule 14D-9.

      In response to Oracle’s June 6 announcement, the Company contacted Citigroup Global Markets Inc. (“Citigroup Global Markets”) and Goldman, Sachs & Co. (“Goldman Sachs”) to render financial advice to the board of directors in connection with, among other things, any tender offer commenced by Oracle. In addition, the board of directors retained Gibson, Dunn & Crutcher LLP to render legal advice in connection with any such tender offer.

      On June 8, 2003, the board of directors and its financial and legal advisors met to discuss Oracle’s June 6 announcements and to establish procedures for thoroughly and diligently evaluating the terms of Oracle’s tender offer, once announced. At that meeting, the board’s advisors made presentations to the board of directors regarding the financial terms of the anticipated tender offer (as announced by Oracle), the events that had transpired since Oracle announced its intent to commence a tender offer, legal matters pertaining to the anticipated tender offer and the Company’s response, pending and anticipated litigation, and a preliminary financial analyses of the anticipated tender offer, based on Oracle’s public statements and filings.

      At the June 8th meeting, the board of directors formed the Transaction Committee to analyze the terms of the anticipated tender offer with the financial and legal advisors. Accordingly, the board of directors appointed the members of the Transaction Committee, and charged them with conducting a thorough review and analysis of Oracle’s tender offer, once commenced, with the advice of the financial and legal advisors. The

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Transaction Committee also was authorized to direct the actions of the board’s legal and financial advisors and was authorized and directed to make a recommendation to the full board of directors as to the full board’s recommendation to the stockholders of the Company with respect to any Oracle tender offer.

      Following the June 8 board of directors meeting, the Transaction Committee met separately with the board’s legal advisors to discuss the terms of the anticipated tender offer, as described in Oracle’s public statements.

      On June 9, 2003, Oracle and Oracle Sub filed the Schedule TO, commencing the Offer, and Mr. Ellison sent a letter to Mr. Conway requesting a meeting with the board of directors of the Company to discuss the Offer. It was determined that it would not be appropriate to have such a meeting until the board of directors and the Transaction Committee had sufficient time to fully and fairly understand and consider the terms of the Offer and to engage in the necessary consultations with the board’s financial and legal advisors.

      On June 11, 2003, the board of directors, including all of the members of the Transaction Committee, met with the Company’s management and the board’s financial and legal advisors to further consider and discuss the Offer. The legal advisors reviewed and discussed with the board of directors the principal terms of the Offer and presented the board of directors with an update regarding the status of litigation, antitrust and other legal issues relating to the Offer, and an overview of public filing and other obligations of the Company under the tender offer rules and other applicable federal securities laws. At this meeting, the financial advisors presented and discussed their financial analyses of the Offer. The board of directors also reviewed and discussed with its advisors various strategic alternatives and business opportunities. The non-management members of the board of directors also met separately with the legal advisors to further consider and discuss the Offer.

      After careful consideration, including consultation with management and the board’s financial and legal advisors, the Transaction Committee unanimously concluded that the Offer would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that the necessary approval would not be granted, that the delays and uncertainties created by Oracle’s Offer, coupled with Oracle’s stated intent to discontinue PeopleSoft’s market-leading products, represent a substantial threat to stockholder value, and that the unsolicited and hostile nature of the Offer, combined with Oracle’s statements, was designed to disrupt the Company’s strong momentum at significant cost to the Company and its customers. Therefore, the Transaction Committee determined that the Offer was not in the best interests of the stockholders and unanimously recommended to the full board of directors that the full board, in turn, recommend that the Company’s stockholders reject the Offer and not tender their shares to Oracle for purchase. Following receipt of such recommendation, the full board of directors concurred with the Transaction Committee and also made the same determination as the Transaction Committee regarding the Offer. Therefore, the board of directors determined that the Offer was not in the best interests of the stockholders and unanimously recommended that the Company’s stockholders reject the Offer and not tender their shares to Oracle pursuant to the Offer. The board of directors also authorized the issuance of a press release and the filing of a recommendation statement with the SEC setting forth the board of directors recommendation that the stockholders of the Company reject the Offer.

Reasons for the Recommendation of the Board; Fairness of the Offer

      In reaching the conclusions and in making the recommendation described above, the board of directors and the Transaction Committee consulted with the Company’s management, the board’s financial and legal advisors, and took into account numerous factors, including but not limited to the following:

•  Oracle’s offer raises significant antitrust issues both in the United States and Europe, which would result in a lengthy regulatory approval process and a significant likelihood that the combination would not be approved;

•  A prolonged regulatory approval process, combined with Oracle’s public statements that it would discontinue the Company’s products, creates uncertainty for PeopleSoft’s customers, hindering the Company’s momentum and negatively impacting the Company’s financial performance;

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•  The offer dramatically undervalues the Company based on its financial performance, continued market leadership and significant future opportunities;

•  The Company noted that, given the range and scope of conditions to Oracle’s Offer, it is possible that Oracle could elect to not complete the Offer, even if the significant antitrust hurdles could be surmounted, after causing substantial erosion to the Company’s financial strength and customer base, as described above;

•  The Company is reliant on key personnel and highly specialized employees. Because of Oracle’s recent public statements regarding discontinuing the Company’s product lines, making cost reductions following completion of the Offer, and other statements suggesting that numerous personnel might be terminated were the Offer to be completed, the board of directors believes that, if it recommended the Offer, many key employees would pursue other employment opportunities given the uncertainty surrounding the Company’s future and their employment with the Company, which would adversely affect the Company’s business;

•  The $16.00 per share price in the Offer represents only a 5.9% premium to the closing price of the Common Stock on June 5, 2003 (the day before Oracle announced its intent to commence a tender offer), and is 3.6% below the 30-day average trading price and 12.1% below the 180-day average trading price prior to June 6, 2003; and

•  The $16.00 per share price in the Offer has remained below the trading price for the Common Stock since Oracle’s public announcement of its intent to commence the tender offer. The closing price per share of Common Stock on June 11, 2003, the day on which the board of directors made its determination regarding the Offer, was $17.62, which is 10.125% above the $16.00 per share Offer price.

Considerations of the Board

      The foregoing discussion of the information and factors considered by the board of directors and the Transaction Committee is not meant to be exhaustive, but includes the material information, factors and analyses considered by the board of directors and the Transaction Committee in reaching their respective conclusions and recommendations. The members of the board of directors and the Transaction Committee evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of the Company and based upon the advice of the board’s financial and legal advisors. In light of the number and variety of factors that the board of directors and the Transaction Committee considered, the members of the board of directors and the Transaction Committee did not find it practicable to assign relative weights to the foregoing factors, although they did determine that the first three factors listed above were the more significant factors in their determination. However, the recommendation of the board of directors and Transaction Committee was made after considering the totality of the information and factors involved. In addition, individual members of the board of directors or the Transaction Committee may have given different weight to different factors.

Recommendation of the Board

      In light of the factors described above, the board of directors and the Transaction Committee each has separately and unanimously determined that the Offer is not in the best interests of the Company stockholders. Therefore, the board of directors unanimously recommends that the stockholders reject the Offer and not tender their shares to Oracle for purchase pursuant to the Offer.

      (c) Intent to Tender

      To the best knowledge of the Company, none of the Company’s executive officers, directors, affiliates or subsidiaries currently intends to tender shares of Common Stock held of record or beneficially by such person for purchase pursuant to the Offer. As described in Item 8 below, the Company’s executive officers and directors are parties to a voting agreement with J.D. Edwards that restricts their ability to transfer their shares of Common Stock, including tendering their shares pursuant to the Offer.

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Item 5. Person/Assets Retained, Employed, Compensated or Used

      The board of directors has retained Citigroup Global Markets and Goldman Sachs as its financial advisors in connection with, among other things, the Company’s analysis and consideration of, and response to, the Offer. Citigroup Global Markets and Goldman Sachs will be paid customary fees for such services. In addition, Citigroup Global Markets and Goldman Sachs will be reimbursed for their respective reasonable out-of-pocket expenses (including fees and disbursements of their respective legal counsel), and Citigroup Global Markets and Goldman Sachs and certain related persons will be indemnified against certain liabilities relating to or arising out of the engagement.

      The Company also has engaged Georgeson Shareholder Communications Inc. (“Georgeson”) to assist it in connection with the Company’s communications with its stockholders with respect to the Offer. The Company has agreed to pay customary compensation to Georgeson for such services. In addition, the Company has agreed to reimburse Georgeson for its reasonable out-of-pocket expenses and to indemnify them and certain related persons against certain liabilities relating to or arising out of the engagement.

      The Company has retained Joele Frank, Wilkinson Brimmer Katcher as its public relations advisor in connection with the Offer. The Company has agreed to pay customary compensation for such services and to reimburse Joele Frank, Wilkinson Brimmer Katcher for its out-of-pocket expenses arising out of or in connection with the engagement.

      Except as set forth above, neither the Company nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the stockholders of the Company on its behalf with respect to the Offer.

Item 6. Interest in Securities of the Subject Company

      (a) Except as described below, during the past 60 days, no transactions with respect to the Common Stock have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries.

	Date of		Nature of		Number of Shares of
Name	Transaction		Transaction		Common Stock		Price
Nanci Caldwell		04/30/03		Sale*		1,563	$	15.30
Nanci Caldwell		05/05/03		Sale*		1,132	$	16.65
Nanci Caldwell		05/05/03		Sale*		430	$	16.66
Craig Conway		05/10/03		Sale**		47,159	$	16.11
Guy E. Dubois		05/05/03		Sale*		3,125	$	16.56
David A. Duffield		04/16/03		Sale*		25,000	$	15.12
David A. Duffield		04/23/03		Sale*		25,000	$	15.17
David A. Duffield		04/30/03		Sale*		25,000	$	15.27
David A. Duffield		05/05/03		Gift		1,190	$	16.56
David A. Duffield		05/07/03		Sale*		25,000	$	16.32
David A. Duffield		05/14/03		Sale*		25,000	$	15.95
David A. Duffield		05/15/03		Gift		3,807	$	15.97
David A. Duffield		05/21/03		Sale*		25,000	$	14.81
David A. Duffield		05/28/03		Sale*		25,000	$	15.86
David A. Duffield		06/04/03		Sale*		25,000	$	15.22
David A. Duffield		06/11/03		Sale*		25,000	$	17.64
Michael Gregoire		04/30/03		Sale*		1,563	$	15.22
Michael Gregoire		05/05/03		Sale*		1,562	$	16.55
Ram Gupta		05/05/03		Sale*		3,125	$	16.65
Anne S. Jordan		05/05/03		Sale**		295	$	16.67

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	Date of		Nature of		Number of Shares of
Name	Transaction		Transaction		Common Stock		Price
Kevin T. Parker		04/30/03		Sale*		8,333	$	15.30
Kevin T. Parker		05/05/03		Sale*		2,187	$	16.65
W. Philip Wilmington		04/30/03		Sale*		1,563	$	15.22
W. Philip Wilmington		05/05/03		Sale*		3,125	$	16.55

*  Sale pursuant to Rule 10b5-1(c) trading plan.

**  Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of restricted stock in accordance with Rule 16b-3.

Item 7. Purposes of the Transaction and Plans or Proposals

      (a) The Company has not undertaken and is not engaged in any negotiations in response to the Offer which relate to: (i) a tender offer or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person; (ii) an extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company.

      (b) There is no transaction, board resolution, agreement in principle, or signed contract in response to the Offer which relates to or would result in one or more of the matters referred to in Item 7(a) immediately above.

Item 8. Additional Information

      The information contained in all of the Exhibits referred to in Item 9 below is incorporated herein by reference in its entirety.

Voting Agreements

      General Terms. Each of the Company’s directors and executive officers, including A. George Battle, Aneel Bhusri, Nanci Caldwell, Craig A. Conway, Guy E. Dubois, David A. Duffield, Frank J. Fanzilli, Jr., Steven D. Goldby, Michael Gregoire, Ram Gupta, Anne S. Jordan, Kevin T. Parker, W. Philip Wilmington, and Cyril J. Yansouni, has entered into an irrevocable proxy and voting agreement with J.D. Edwards, in connection with the Merger Agreement. Pursuant to these agreements, each director and executive officer has agreed to vote his or her shares of Common Stock: (i) in favor of the proposed merger acquisition of J.D. Edwards pursuant to the Merger Agreement; (ii) against actions that likely would result in conditions of J.D. Edwards’ obligations to complete the merger not being fulfilled; and (iii) against electing any group of individuals to replace a majority of the present members of the Company’s board of directors.

      Pursuant to these agreements, these directors and executive officers also have granted J.D. Edwards an irrevocable proxy to vote his or her shares of Common Stock in favor of the proposed merger and against replacement of the members of the board of directors, as described above. The provisions of these agreements specify that they do not limit or otherwise restrict any act or omission the directors and executive officers may undertake or authorize in their capacity as a director or officer of the Company, including any voting action with respect to matters presented to the Company’s board of directors. These directors and executive officers as a group collectively hold 29,094,995 shares of Common Stock representing approximately 9.19% of the outstanding shares of Common Stock as of June 1, 2003. The form of the voting agreements was filed as Exhibit 2 to the Company’s Schedule 13D, filed with the SEC on June 10, 2003.

      Transfer Restrictions. Subject to certain exceptions, each irrevocable proxy and voting agreement restricts or limits the ability of each director and executive officer to sell, transfer, pledge, assign or otherwise dispose of, or grant any proxies with respect to, any of his or her shares of Common Stock, or to agree to do the foregoing, other than with J.D. Edwards’ prior written consent. Accordingly, the directors and executive

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officers of the Company cannot transfer their shares of Common Stock to Oracle Sub in the tender offer unless the proposed merger with J.D. Edwards is consummated, the Merger Agreement is terminated, the voting agreements are amended or the restriction on transfer is waived by J.D. Edwards.

      Termination. The irrevocable proxy and voting agreements will terminate upon the earlier to occur of (a) the completion of the merger and (b) the termination of the Merger Agreement in accordance with its terms.

     Litigation Matters

      On June 6, 2003, Felix Ezeir, Teresita Fay, Robert Crescente, Robert Corwin and Ernest Hack, all of whom purport to be stockholders of the Company, each filed a putative stockholder class action suit in the Delaware Court of Chancery against the Company and several of its officers and directors alleging that the defendants breached their fiduciary duties in connection with the Company’s response to Oracle’s tender offer purportedly announced on June 6, 2003. Plaintiffs in each of the actions seek injunctive relief and an accounting.

      On June 6, 2003, Doris Staehr, who purports to be a stockholder of the Company, filed a putative stockholder class action suit in the California Superior Court for the County of Alameda against several of the Company’s executive officers and directors alleging that the defendants breached their fiduciary duties in connection with what the plaintiff characterizes as the Company’s plan to sell itself to Oracle. Plaintiff seeks injunctive, rescissory and declaratory relief.

      On June 6, 2003, the West Virginia Laborers Pension Trust Fund, which purports to be a stockholder of the Company, filed a putative stockholder class action suit in the California Superior Court for the County of Alameda against several of the Company’s officers and directors alleging that the defendants breached their fiduciary duties in connection with the Company’s definitive agreement to acquire J.D. Edwards, and with the implementation of the 2003 Directors Stock Plan, which was approved by the stockholders of the Company at the 2003 Annual Meeting of Stockholders. Plaintiff seeks injunctive and declaratory relief.

      On June 6, 2003, Lorie McBride, who purports to be a stockholder of the Company, filed a putative stockholder class action suit in the California Superior Court for the County of Alameda against the Company and the members of the board of directors alleging that the named individual defendants breached their fiduciary duties and other common law duties in connection with their response to Oracle’s tender offer purportedly announced on June 6, 2003. Plaintiff seeks injunctive relief and an accounting.

      On June 10, 2003, Stephen C. Padness, who purports to be a stockholder of the Company, filed a putative stockholder class action suit in the Delaware Court of Chancery against the Company and several of its officers and directors alleging that the defendants breached their fiduciary duties in connection with the Company’s response to Oracle’s tender offer purportedly announced on June 6, 2003. Plaintiff seeks injunctive relief and an accounting.

      On June 10, Ray Baldi, who purports to be a stockholder of the Company, filed a putative stockholder class action suit in the Superior Court of California for the County of Alameda against the Company and several of the Company’s officers and directors alleging that the defendants breached their fiduciary duties in connection with the Company’s response to Oracle’s tender offer purportedly announced on June 6, 2003. Plaintiff seeks injunctive and declaratory relief.

      The Company believes that the claims and allegations asserted in each of the foregoing putative class action suits are without merit, and intends to vigorously defend against these lawsuits.

Board Action Regarding Stockholder Rights Plan

      At its meeting on June 11, 2003, the board of directors took action, as permitted by the Rights Plan, to postpone the Distribution Date (as defined in the Rights Plan), which otherwise would be triggered by the Offer, to that time immediately preceding consummation of any transaction or series of related transactions in which a Person (as defined in the Rights Plan) becomes, or will likely become (as determined by the

9

Company’s board of directors), an Acquiring Person (as defined in the Rights Plan). Until the Distribution Date, the preferred stock purchase rights will continue to be evidenced by the certificates for the shares of Common Stock of the Company and the preferred stock purchase rights will be transferable only in connection with the transfer of the associated shares of Common Stock.

Item 9. Materials to Be Filed as Exhibits

Exhibit No.		Document
	(a)(1)	Press release issued by PeopleSoft on June 12, 2003
	(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
	(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
	(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
	(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)

10

SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

PEOPLESOFT, INC.

By:  /s/ KEVIN T. PARKER

Kevin T. Parker

Executive Vice President

Finance and Administration,

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: June 12, 2003

11

EXHIBIT INDEX

Exhibit No.		Document
	(a)(1)	Press release issued by PeopleSoft on June 12, 2003
	(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
	(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
	(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
	(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)

EX-99.(A)(1)

Exhibit (a)(1)

PSFT# 55

PEOPLESOFT BOARD OF DIRECTORS REJECTS ORACLE’S

UNSOLICITED OFFER

      PLEASANTON, Calif., June 12, 2003 — PeopleSoft, Inc. (Nasdaq: PSFT) announced today that its Board of Directors voted unanimously to recommend that stockholders reject Oracle Corporation’s (Nasdaq: ORCL) unsolicited offer to purchase all of the outstanding shares of PeopleSoft for $16 per share in cash. The Board concluded that the offer would undoubtedly face lengthy antitrust scrutiny, with a significant likelihood that approval would not be granted. The Board believes that the delays and uncertainties created by Oracle’s offer, coupled with Oracle’s stated intent to discontinue PeopleSoft’s market-leading products, represent a substantial threat to stockholder value. The unsolicited and hostile nature of the offer, combined with Oracle’s statements, is designed to disrupt the Company’s strong momentum at significant cost to PeopleSoft’s customers. As a result, after careful consideration the Board, including a committee of independent directors, unanimously recommends that PeopleSoft stockholders reject the offer and not tender their shares to Oracle.

      In making its unanimous recommendation, the Board considered, among other things that:

•  Oracle’s offer raises significant antitrust issues both in the United States and Europe, which would result in a lengthy regulatory approval process and a significant likelihood that the combination would not be approved;

•  A prolonged regulatory approval process, combined with Oracle’s public statements that it would discontinue PeopleSoft’s products, creates uncertainty for PeopleSoft’s customers, hindering the Company’s momentum and negatively impacting the Company’s financial performance; and,

•  The offer dramatically undervalues the Company based on its financial performance, continued market leadership and significant future opportunities.

      “Oracle’s offer seeks to enrich Oracle at the expense of PeopleSoft’s stockholders, customers and employees,” said PeopleSoft President and Chief Executive Officer Craig Conway. “We believe that Oracle’s proposed acquisition of PeopleSoft would stifle competition and limit customer choice. PeopleSoft remains steadfastly focused on providing our customers with superior products and services, and we will not let Oracle’s tactics interfere with our business.”

      Additionally, the Board reaffirmed its strong commitment to PeopleSoft’s acquisition of J.D. Edwards. The PeopleSoft and J.D. Edwards combination will provide enhanced value for stockholders and significantly accelerate PeopleSoft’s competitive position through the addition of J.D. Edwards’ complementary suite of products and services. The combined company will offer both mid-sized and large enterprise customers access to the broadest suite of integrated enterprise software applications in the industry.

      Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as financial advisors, and Gibson, Dunn & Crutcher LLP is acting as legal advisor to PeopleSoft in connection with the Oracle tender offer.

About PeopleSoft

      PeopleSoft (Nasdaq: PSFT) is the world’s leading provider of application software for the real-time enterprise. PeopleSoft pure internet software enables organizations to reduce costs and increase productivity by directly connecting customers, suppliers, partners and employees to business processes on-line, in real time. PeopleSoft’s integrated, best-in-class applications include Customer Relationship Management, Supply Chain Management, Human Capital Management, Financial Management and Application Integration. Today more than 5,100 organizations in 140 countries run on PeopleSoft software. For more information, visit us at www.peoplesoft.com.

Company to Host Conference Call

      PeopleSoft will host a conference call today, June 12, 2003 at 1:00 p.m. PDT/4:00 p.m. EDT to discuss the Board of Directors’ recommendation. A live audio-only web cast of the call will be made available in the Investor Relations section of the company’s web site at www.peoplesoft.com. Interested parties may also participate by calling (877) 423-4013 in the U.S. or (706) 679-0881 outside the U.S.; passcode: PeopleSoft. A replay of the call will be made available for seven days following the call and will be accessible on the company’s web site or by calling (800) 642-1687 or (706) 645-9291; passcode: 1276090.

      This press release was issued by PeopleSoft, Inc. on June 12, 2003. PeopleSoft stockholders should read PeopleSoft’s Solicitation/ Recommendation Statement on Schedule 14D-9, to be filed today with the Securities and Exchange Commission, for the Company’s recommendation regarding Oracle Corporation’s June 9th tender offer for all outstanding shares of PeopleSoft common stock. PeopleSoft also intends to file a registration statement on Form S-4 and proxy materials with the SEC shortly with respect to the proposed acquisition of J.D. Edwards & Company. Stockholders should read these documents and any amendments or supplements thereto when they become available because they contain important information. Copies of such documents may be obtained without charge at the SEC’s website at www.sec.gov.

      The directors, certain executive officers and other employees and representatives of PeopleSoft may be deemed to be participants in the solicitation of proxies in connection with special meetings of stockholders relating to the proposed acquisition of J.D. Edwards & Company. Information regarding such participants will be included in the proxy solicitation materials described above when they are filed.

Forward Looking Statements

      Statements made in this press release indicating PeopleSoft’s or management’s intentions, beliefs, expectations, or predictions for the future are forward-looking statements. These statements are only predictions and may differ materially from actual future events or results. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause PeopleSoft’s actual results to differ materially from those projected in such forward-looking statements, including: economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenues from products and services that are under development; competitive and pricing pressures; and other risks referenced from time to time in PeopleSoft’s filings with the Securities and Exchange Commission. Additional risks, assumptions and uncertainties relating to the proposed acquisition of J.D. Edwards & Company include: the risk that the two companies’ businesses will not be integrated successfully; costs related to the proposed merger; failure of the companies’ stockholders to approve the merger; the satisfaction of closing conditions to the merger, including the receipt of regulatory approvals; the failure to retain key employees or to complete and deliver products and services within currently estimated time frames and budgets; the inability to achieve revenues from combined lines of products; and other risks affecting the two companies’ generally as set forth in their most recent filings with the Securities and Exchange Commission, which are available without charge at www.sec.gov. Further risks and uncertainties associated with Oracle’s pending tender offer include: the risk that PeopleSoft’s customers may delay or refrain from purchasing PeopleSoft products due to uncertainties about PeopleSoft’s future and the availability of product support and upgrades; the risk that key employees may pursue other employment opportunities due to concerns as to their employment security with PeopleSoft; the risk that if the Oracle offer is unsuccessful the anticipated benefits from the J.D. Edwards acquisition might not be realized as described above; the risk that stockholder litigation commenced in connection with Oracle’s offer might result in significant costs of defense, indemnification and liability; and the risks that the Board of Directors’ analysis and the bases of their recommendation to the stockholders ultimately may prove to be inaccurate. All forward-looking statements are qualified by these cautionary statements and are made only as of the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Lori Varlas

Investor Relations

PeopleSoft

(877) 528-7413

lori - -varlas@peoplesoft.com

Clarissa Horowitz

Public Relations

Porter Novelli

(415) 975-2230

clarissa.horowitz@porternovelli.com

Steve Swasey

Public Relations

PeopleSoft

(925) 694-5230

steve - -swasey@peoplesoft.com

EX-99.(E)(1)

Exhibit (e)(1)

EXCERPTS FROM DEFINITIVE PROXY STATEMENT DATED APRIL 28, 2003

RELATING TO THE 2003 ANNUAL MEETING OF STOCKHOLDERS OF PEOPLESOFT, INC.

Severance Arrangements

      Pursuant to an offer letter dated June 28, 2000, if Mr. Gupta’s employment is involuntarily terminated other than for cause, he is entitled to severance equal to six months’ base salary. In addition, if the termination is a result of an acquisition of PeopleSoft or his responsibilities are significantly reduced as a result of an acquisition of PeopleSoft, 25% of Mr. Gupta’s unvested stock options will become vested.

      Pursuant to an offer letter dated September 26, 2000, Mr. Parker is entitled to accelerated vesting of his stock options if PeopleSoft is acquired and his employment is adversely affected. Mr. Parker will receive vesting credit for a period of twice the amount of time that he was employed by PeopleSoft prior to the acquisition, or such lesser amount necessary to cause the options to become fully vested.

      In October 2002, the Compensation Committee approved a severance policy for executives, pursuant to which each executive officer (other than the CEO) is eligible to receive twelve months’ salary, health insurance continuation payments, and target bonus under an executive bonus plan, and credit for twelve months’ vesting with respect to equity awards, in the event of termination of employment for other than “Cause” as defined in the policy. In addition, in the event of termination of employment under certain circumstances following a “Change of Control” as defined in the plan, each eligible Executive will receive 100% vesting of his/her outstanding unvested options, as well as the other benefits listed in the preceding sentence. In order to receive benefits under this policy, an eligible executive must elect to forego all rights to compensation or accelerated vesting under the terms of any other agreement or arrangement with PeopleSoft.

CEO Compensation

      The compensation for PeopleSoft’s CEO is comprised of base salary, cash incentives and longer-term equity incentives as described above. In determining the CEO’s compensation, the Committee considers PeopleSoft’s overall performance, including achievement of revenue and operating income targets and expense management, and investor return. The Committee also considers Mr. Conway’s individual performance, vision and leadership, and market survey data for peer group companies. Based upon these factors, the Committee established Mr. Conway’s base salary for 2002 at $1,000,000, unchanged from the prior year. Although the CEO does not participate in the Bonus Plan, the Committee establishes each year a target cash incentive for Mr. Conway, also based on the factors described above. For 2002, upon its review of PeopleSoft’s overall financial and business performance during the year as well as its performance relative to competitors, and the Board’s evaluation of Mr. Conway’s outstanding performance in leading the Company for the previous three years, Mr. Conway was awarded a cash incentive bonus of $1,095,000 and an additional $500,000 discretionary bonus. Mr. Conway also received a $325,000 retention bonus payment in 2002.

      In 2002, Mr. Conway was granted options to purchase an aggregate of 4,125,000 shares of PeopleSoft’s Common Stock at exercise prices ranging from $14.88 to $29.29 per share. The shares subject to each option vest in equal quarterly increments over a four-year period. In addition, Mr. Conway was granted 500,000 shares of restricted stock, all of which vest on February 1, 2006, or will vest pro rata if Mr. Conway leaves the Company under certain circumstances prior to February 2006. In awarding these grants, the Compensation Committee considered the Mr. Conway’s outstanding performance in leading PeopleSoft, the Company’s performance in 2002 and 2001 and an assessment of equity grants made to CEOs of other companies of similar size in the industry. These grants are intended to maintain Mr. Conway’s compensation at a competitive level.

Board Compensation

      Each non-employee director receives an annual retainer of $30,000 plus $5,000 for each committee membership (with an additional $5,000 paid for service as a chairman of a committee). In lieu of director

1

compensation, Mr. Bhusri was paid a total of $22,190 (in cash and other benefits) in exchange for serving as an employee of PeopleSoft through December 15, 2002, working on special projects. In lieu of director compensation, Mr. Duffield was paid a total of $12,780 (in cash and other benefits) in exchange for serving as an employee of PeopleSoft working on special projects during 2002. Mr. Conway does not receive any cash compensation for service as a member of the Board of Directors.

      The Board of Directors has the authority to determine stock compensation for non-employee directors. In addition to cash compensation, pursuant to guidelines established by the Board, each non-employee director automatically receives an initial stock option grant upon joining the Board or otherwise becoming eligible (for example at the time an employee director becomes a non-employee director) as well as additional options annually for continued service. The initial option grant is 60,000 shares, which vests over a period of four years. In 2002, the size of the annual option grant was increased from 15,000 shares to 25,000 shares and the grants are now made in quarterly increments of 6,250 shares, which become fully vested one year after the date of grant. The exercise prices of options granted to non-employee directors are set at the market value on the date of grant. Prior grants to non-employee directors were made under our 1992 Directors’ Stock Option Plan, which expired at the end of 2002. Future grants to non-employee directors will be made under the proposed 2003 Directors Stock Plan, the adoption of which is subject to stockholder approval at this Annual Meeting.

Certain Business Relationships and Transactions with Management

      Mr. Fanzilli, a director of PeopleSoft, Inc., was, until his retirement in March 2002, a Managing Director and the Chief Information Officer of Credit Suisse First Boston (“Credit Suisse”), an investment banking firm. Credit Suisse and its affiliates paid PeopleSoft and its affiliates an aggregate of approximately $1,196,000 for consulting and maintenance services and licensing fees during the first fiscal quarter of 2002.

      During 2002, Gary Conway, the brother of CEO Craig Conway, served as a marketing consultant for PeopleSoft until March 1, and thereafter was employed by the Company as Vice President, Corporate Marketing. Mr. Conway was paid consulting fees of $92,524 and was reimbursed for expenses in the amount of $8,346. As an employee, Mr. Conway was paid an aggregate salary and bonus in 2002 of $328,211. Chairman David A. Duffield’s son and daughter-in-law, Michael D. Duffield and Michelle M. Duffield, were employed by the Company as an Account Executive and Senior Direct Marketing Specialist, respectively. They received, in the aggregate, salary and bonuses totaling $891,753 in 2002.

Purpose of the 2003 Plan

      The 2003 Plan is intended to advance the interests of PeopleSoft and its stockholders in attracting, retaining and rewarding non-employee members of the Board of Directors by creating an additional incentive for such directors to contribute to the growth and profitability of PeopleSoft. The 2003 Plan is intended to replace the 1992 Directors’ Stock Option Plan (the “1992 Plan”), which expired on December 31, 2002. While options previously granted to non-employee directors under the 1992 Plan will remain exercisable under their original terms, no new options may be granted under the 1992 Plan. Stockholder approval of the 2003 Plan is being requested at this Annual Meeting.

Description of the 2003 Plan

      The following paragraphs provide a summary of the principal features of the 2003 Plan. The 2003 Plan is set forth in its entirety as Appendix A to this Proxy Statement. The following summary is qualified in its entirety by reference to Appendix A.

General

      The 2003 Plan provides for the granting of nonstatutory stock options and restricted stock awards (collectively, “Awards”) to non-employee members of the Board of Directors. A maximum of 2,000,000

2

shares of Common Stock is reserved for issuance under the 2003 Plan. The share reserve of the 2003 Plan consists of the following:

•  1,507,750 shares which will initially be available for grant, plus

•  492,250 shares, which is equal to the number of shares represented by options granted under the 1992 Plan that were outstanding on February 25, 2003 (the date on which the 2003 Plan was approved by the Board), but which will become available again for grant under the 2003 Plan only to the extent that any such options expire unexercised.

      If an option granted under the 1992 Plan or the 2003 Plan expires without being exercised in full, the unissued shares will be available for future grant under the 2003 Plan. If shares issued pursuant to a restricted stock award are subsequently repurchased or reacquired by PeopleSoft, such shares will become available for future issuance. If approved by stockholders, the 2003 Plan will be effective as of May 27, 2003. Until such approval, no Awards will be granted under the 2003 Plan.

Administration of the 2003 Plan

      The 2003 Plan is administered by the Board of Directors. Subject to the terms of the 2003 Plan, the Board has the discretion to determine which eligible persons will be granted Awards, the size and types of such Awards, and the terms and conditions of such Awards. All decisions and interpretations by the Board of Directors are final and binding on all participants.

Eligibility

      Only non-employee members of the Board of Directors are eligible to receive Awards under the 2003 Plan, and all Awards will be granted at the discretion of the Board of Directors. As of April 1, 2003, there were five non-employee members of the Board of Directors.

Options

      Options granted under the 2003 Plan will be nonstatutory stock options, which do not qualify for treatment as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). See “Tax Aspects” below. The number of shares covered by each option will be determined by the Board. As described on page 15 above, the Board has established guidelines for initial and ongoing quarterly grants to non-employee directors, which the Board intends to use in connection with the 2003 Plan.

      The exercise price per share for each option will be 100% of the fair market value per share of our Common Stock on the date of grant. As of April 1, 2003, the closing price of our Common Stock as reported on the Nasdaq National Market was $15.27 per share. The exercise price must be paid in full at the time of exercise in cash, by check, the tender of shares of our Common Stock that are already owned by the participant, or by any combination of the foregoing.

      Options become exercisable at the times and on the terms established by the Board. Options expire at the times established by the Board but not later than 10 years after the date of grant. A vested option generally will remain exercisable for 90 days following the participant’s termination of service, unless such termination results from the participant’s death or disability, in which case the option generally will remain exercisable for 6 months following termination, provided that in no case may an option be exercised after its expiration date. In addition, if the participant’s service terminates due to death, there is generally an additional year of vesting credit given.

      The Board of Directors may offer to buy out an option in cash or shares of our Common Stock, based on terms established at the time of such offer.

3

Restricted Stock Awards

      Restricted stock awards are shares of our Common Stock that are typically granted without requiring any monetary payment by the participant. Shares of restricted stock will vest in accordance with terms and conditions established by the Board subject to the terms of the 2003 Plan. The 2003 Plan requires that restricted stock Awards will have either (i) service-based vesting that is no faster than 1/3 of the shares vesting after one year and the remainder of the original award vesting quarterly or annually thereafter, so as to be 100% vested on the third anniversary of the date of grant, or (ii) hybrid performance and service-based vesting, with a minimum service-based cliff of at least one year. Unvested shares are forfeited if the participant terminates his or her service prior to vesting in the shares. The number of shares of restricted stock (if any) granted to a participant will be determined by the Board of Directors.

Adjustments Upon Changes in Capitalization

      In the event that our Common Stock changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in our capital structure effected without the receipt of consideration by us, appropriate adjustments will be made in the number and class of shares of stock subject to the 2003 Plan, the number and class of shares of stock subject to any Award outstanding under the 2003 Plan, and the exercise price of any such outstanding Award.

      In the event of a liquidation or dissolution of PeopleSoft, any unexercised Awards will terminate. The Board may, in its discretion, provide that each participant will have the right to exercise all of the participant’s Awards, including those not otherwise exercisable, until the date 10 days prior to the consummation of the liquidation or dissolution.

      In the event of a merger or sale of substantially all of the of assets of PeopleSoft, each outstanding Award will be assumed or an equivalent award will be substituted by the successor corporation. If the successor corporation refuses to assume the Awards or to substitute equivalent awards, such Awards will become 100% vested. In such event, the Board will notify the participant that each Award subject to exercise is fully exercisable for 15 days from the date of such notice and that the Award terminates upon expiration of such period.

Amendment and Termination of the 2003 Plan

      The 2003 Plan will continue in effect until the first to occur of (i) its termination by the Board of Directors, or (ii) the date on which all shares available for issuance under the 2003 Plan have been issued and all restrictions on such shares have lapsed. Awards outstanding at the time of termination of the 2003 Plan will remain in effect according to their terms. The Board may amend, alter, suspend or terminate the 2003 Plan, or any part thereof, at any time and for any reason; provided, however, that the Board may not amend the 2003 Plan without obtaining stockholder approval to the extent necessary to comply with any applicable rule or statute. No such action by the Board or stockholders may impair any Award previously granted under the 2003 Plan without the written consent of the participant.

Transferability of Awards

      Except as determined by the Board in its sole discretion, Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution.

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APPENDIX A:

PEOPLESOFT, INC.

2003 DIRECTORS STOCK PLAN

      [Approved by the PeopleSoft stockholders at the 2003 Annual Meeting of Stockholders]

      1) Purposes of the Plan. The purposes of this Directors Stock Plan are to attract and retain the best available personnel to serve as Outside Directors, to provide additional incentive to Outside Directors and to promote the success of the Company’s business. Eligible Outside Directors may be granted Options and Restricted Stock Awards under the Plan.

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

      a) “Administrator” means the Board.

      b) “Applicable Laws” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, the requirements of any regulatory body having jurisdiction with respect to the Plan and the applicable laws of any other country or jurisdiction where Options or Restricted Stock Awards are granted under the Plan.

      c) “Board” means the Board of Directors of the Company.

      d) “Code” means the Internal Revenue Code of 1986, as amended.

      e) “Common Stock” means the Common Stock of the Company.

      f) “Company” means PeopleSoft, Inc., a Delaware corporation.

      g) “Director” means a member of the Board.

      h) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

      i) “Employee” means any person, including Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

      j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

      k) “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 or the Nasdaq SmallCap Market of the Nasdaq Stock Market, 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 exchange or system for the day of determination (or if the markets are closed on such day, on the most recent prior trading day), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

      ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or if the markets are closed on such day, on the most recent prior trading day); or

      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.

      l) “Option” means a stock option granted pursuant to the Plan. All Options granted hereunder shall be nonstatutory stock options which are not intended to qualify as incentive stock options within the meaning of Section 422(b) of the Code.

A-1

      m) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

      n) “Optioned Stock” means the Common Stock subject to an Option.

      o) “Optionee” means the holder of an outstanding Option or Restricted Stock Award granted under the Plan.

      p) “Outside Director” means a Director who is not an Employee.

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

      r) “Plan” means this 2003 Directors Stock Plan.

      s) “Prior Plan Option” means any option granted pursuant to the Company’s 1992 Directors’ Stock Option Plan which is outstanding on or after the date that the Board adopts the Plan.

      t) “Restricted Stock” or “Restricted Stock Award” means shares of Common Stock acquired pursuant to the grant of a Restricted Stock Award under Section 10 below.

      u) “Restricted Stock Award Agreement” means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to Restricted Stock granted under the Plan. The Restricted Stock Award Agreement is subject to the terms and conditions of the Plan.

      v) “Service Provider” means a person serving as a Director.

      w) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 below.

      x) “Subsidiary” means any “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(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 that may be issued pursuant to (a) Options and Restricted Stock Awards granted under the Plan, plus (b) Prior Plan Options is 2,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

      If an Option or a Prior Plan Option expires or becomes unexercisable without having been exercised in full, or, if Shares issued pursuant to a Restricted Stock Award are forfeited back to the Company, the unpurchased Shares (or for Restricted Stock Awards, the forfeited shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of an Option shall not be returned to the Plan and shall not become available for future distribution under the Plan.

      4) Administration of the Plan.

      a) Administrator. The Plan shall be administered by the Board.

      b) Powers of the Administrator. Subject to the provisions of the Plan, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion, and only to the extent consistent with the other provisions of this Plan:

           i) to determine the Fair Market Value;

      ii) to select the Outside Directors to whom Options and Restricted Stock Awards may from time to time be granted hereunder;

      iii) to determine the number of Shares to be covered by each such award granted hereunder;

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

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      v) to determine the terms and conditions of any Option granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), and any other restriction or limitation regarding any Option or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

      vi) to determine whether and under what circumstances an Option may be bought out in cash under subsection 9(e);

      vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

      viii) to allow Optionees to satisfy withholding tax obligations, if any, by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or the Shares of Restricted Stock that vest, that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, and no more in any event. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

      ix) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;

      x) to modify or amend each agreement granted pursuant to this Plan; provided, however, that the Administrator may not without advance stockholder approval (i) adopt a discretionary amendment to an Option to accelerate the vesting of Shares subject to such Option or waive forfeiture restrictions of Restricted Stock Awards, or (ii) amend an Option to reduce the exercise price per Share thereof or to implement an option exchange program pursuant to which an Option could be exchanged for a new Option with a lower exercise price per Share;

      xi) to authorize any person to execute on behalf of the Company any instrument required to effect a grant of Restricted Stock previously granted by the Administrator;

      xii) to determine the terms and restrictions applicable to Restricted Stock; and

      xiii) to make all other determinations deemed necessary or advisable for administering the Plan.

      c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

      5) Eligibility.

      a) Options and Restricted Stock Awards may only be granted to Outside Directors.

      b) Neither the Plan nor any Option or Restricted Stock Award shall confer upon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause.

      6) Establishment and Term of Plan. The Plan shall become effective on May 27, 2003, subject to approval by the stockholders of the Company. No Shares shall be issued pursuant to the Plan prior to obtaining such stockholder approval. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the Shares available for issuance under the Plan have been issued and all restrictions on such Shares under the terms of the Plan and any Option Agreements or Restricted Stock Award Agreements have lapsed.

      7) Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.

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      8) Option Exercise Price and Consideration.

      a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be no less than 100% of the Fair Market Value per Share on the date of grant.

      b) 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. Such consideration may consist of (1) cash, (2) check, (3) other Shares which (x) in the case of Shares acquired directly or indirectly from the Company, have been owned by the Optionee for more than six months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (4) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (5) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator 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 according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share.

      An Option shall be deemed exercised when the Company or its designated broker receives (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are 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 thereafter 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.

      b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within ninety (90) days after the date of termination (or such other period of time as is specified in the Option Agreement) to the extent that the Option is vested on the date of termination, but in no event later than the expiration of the term of the Option as set forth in the Option Agreement (the “Option Expiration Date”). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

      c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within six (6) months after the date of termination (or such other period of time as is specified in the Option Agreement) to the extent the Option is vested on the date of termination, but in no event later than the Option Expiration Date. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

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      d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months after the date of the Optionee’s death (or such other period of time as is specified in the Option Agreement), but in no event later than the Option Expiration Date), by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. The Option will be exercisable during such period to the extent that the right to exercise the Option would have accrued had the Optionee continued living and remained a Service Provider for one (1) year after the date of death. If, at the time of death, the Optionee is not vested as to the entire Option, the Shares covered by the portion of the Option which would not have vested as of the date one (1) year after the date of the Optionee’s death shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

      e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

      10) Restricted Stock Awards. Restricted Stock Awards shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the Restricted Stock is awarded, subject to Section 12 and the following: (a) for vesting solely based on an Optionee continuing as a Service Provider, no more than 1/3 of such awards will vest no earlier than the one (1) year anniversary of the grant date, and the remaining Shares will vest quarterly thereafter, such that an Optionee will be 100% vested no earlier than the third anniversary of the grant date, subject to continuing as a Service Provider, or (b) for vesting based on a hybrid of performance and continuing service, there will be a minimum service-based cliff vest of at least one year, i.e., no vesting in any event unless a minimum of one year of service has elapsed from the date of grant. The Administrator shall require the recipient to sign a Restricted Stock Award Agreement as a condition of the award. The Restricted Stock Award Agreement may contain such terms, conditions, representations and warranties as the Administrator may require. The certificates representing the Shares awarded shall bear such legends as shall be determined by the Administrator.

      11) Non-Transferability of Options and Restricted Stock Awards. Except as determined otherwise by the Administrator in its discretion, Options and Restricted Stock Awards 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, only by the Optionee.

      12) Adjustments upon Changes in Capitalization, Merger or Asset Sale.

      a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Option or Restricted Stock Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Restricted Stock Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Restricted Stock Award, as well as the price per share of Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares 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 effected without receipt of consideration by the Company. The 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 subject to an Option or Restricted Stock Award.

      b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including Shares as to which the Option would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an

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Option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option will terminate immediately prior to the consummation of such proposed action.

      c) Merger or Asset Sale. In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, each outstanding Option and Restricted Stock Award (to the extent the Company’s right to return of forfeited shares subject to the Restricted Stock Award had not terminated as of the date of closing of the merger or asset sale) shall be assumed or an equivalent option, right or agreement substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that a Restricted Stock Award Agreement is not assumed or substituted, the Company’s right to return of forfeited Shares shall terminate as of the date of the closing of the merger or asset sale. In the event that the successor corporation refuses to assume or substitute for the Option, the Optionee shall fully vest in and have the right to exercise the Option with respect to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically 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 Section 12(c), the Option shall be considered assumed if, following the merger or sale of assets, the option or right 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); provided, however, that if such consideration received in the merger or sale of assets is not solely stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. For purposes of this Section 12(c), a Restricted Stock Award shall be considered assumed if, following the merger or sale of assets, the Restricted Stock Award, for each Share subject to the Restricted Stock Award that was unvested immediately prior to the merger or sale of assets, confers the right to receive upon subsequent vesting the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Stock for each Share subject to the Restricted Stock Award 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); provided, however, that if such consideration received in the merger or sale of assets is not solely stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation provide for the consideration to be received upon the subsequent vesting of the Restricted Stock Award to be solely stock of the successor corporation or it Parent equal in fair market value to the per share consideration received by holders of Stock in the merger or sale of assets.

      13) Time of Granting Options and Restricted Stock Awards. The date of grant of an Option or Restricted Stock Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Restricted Stock Award, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Outside Director to whom an Option or Restricted Stock Award 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 terminate the Plan; provided, however, that the Board may not materially amend the Plan without obtaining stockholder approval to the extent that stockholder approval is necessary or desirable to comply with Applicable Laws.

      b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the

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Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to awards granted under the Plan prior to the date of such termination.

      15) Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the Plan unless the issuance and delivery of such Shares complies with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

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

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