sc14d9za

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

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)

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

The purpose of this amendment is to amend and supplement Items 3, 6 and 8 in the Solicitation/Recommendation Statement on Schedule
14D-9 previously filed by PeopleSoft, Inc. (“PeopleSoft” or the “Company”) on June 12, 2003 and subsequently amended, and to add additional exhibits to Item 9 and amend the exhibit index accordingly.

On June 17, 2004, the Company granted to each of Kevin T. Parker, Nanci Caldwell, Michael Gregoire, Ram Gupta and Philip W. Wilmington a stock bonus award of 25,000 shares of common stock pursuant to the Company’s Amended and Restated 1989 Stock Plan. In connection with these stock bonus awards, the Compensation Committee of the Company approved amendments to the Severance Policy for Executive Vice Presidents to provide, among other things, that these stock bonus awards are not subject to the acceleration provisions of the policy. The Compensation Committee also approved corresponding amendments to the Severance Policy for Senior Vice Presidents. The amended Severance Policies are attached as exhibits (e)(18) and (e)(19) to this Schedule 14D-9 and are incorporated herein by this reference.

Except as described below and except as disclosed in the Schedule 14D-9 previously filed by the Company, as subsequently amended, no transactions with respect to the Common Stock of the Company have been effected by the Company or, to the Company’s best knowledge, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days.

(1) Pursuant to Rule 10b5-1(c) trading plan, providing for automatic transactions upon establishment of a written contract, plan or instructions
under conditions specified in the Rule.

(2) Granted pursuant to stock bonus awards described in Item 3 above. These stock bonus awards have an exercise price of $0 per share,
and do not vest until June 1, 2005.

On June 16 and 17, 2004, PeopleSoft posted to its website at www.peoplesoft.com additional installments in a weblog that periodically will be updated during the course of the antitrust trial. A copy of the additional installments is attached as exhibit (e)(20) to this Schedule 14D-9.

On June 17, 2004, the parties in the consolidated putative stockholder class action filed in Delaware executed a Stipulation and Agreement of Compromise, Settlement and Release pursuant to the Memorandum of Understanding (and amendments thereto) previously filed as exhibits to this Schedule 14D-9. A copy of the Stipulation and Agreement of Compromise, Settlement and Release is attached as exhibit (e)(21) to this Schedule 14D-9.


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(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) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(25)		Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)


(a)(27)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(28)		Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)		Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)		Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)		Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)		Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)		Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)		Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)		Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)		Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)		Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)		Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)		Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)		PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)		PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)


(a)(55)		Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)
(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(103)		Press release issued by PeopleSoft on May 26, 2004(26)
(e)(1)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)		Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)		Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)		Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)		Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)		Form of letter sent to customers (11)
(e)(8)		Terms of Customer Assurance Program (11)
(e)(9)		Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)		Terms of Customer Assurance Program (extension term) (12)
(e)(11)		Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions(26)
(e)(14)		Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)		White paper dated February 1, 2004(28)
(e)(16)		June 15, 2004 weblog postings(28)
(e)(17)		Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)		Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004
(e)(19)		Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004
(e)(20)		June 16 and 17, 2004 weblog postings
(e)(21)		Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004

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.


Exhibit No.		Document

(a)(1)		Press release issued by PeopleSoft on June 12, 2003 (1)
(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) (1)
(a)(3)		Letter, dated June 13, 2003, to PeopleSoft’s stockholders (2)
(a)(4)		Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (3)
(a)(5)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing) (3)
(a)(6)		Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(7)		Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(8)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing) (4)
(a)(9)		Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (4)
(a)(10)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing) (4)
(a)(11)		Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(12)		Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(13)		Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(14)		Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(15)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing) (4)
(a)(16)		Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing) (4)
(a)(17)		Press release issued by the Connecticut Attorney General’s Office (4)
(a)(18)		Press release issued by PeopleSoft on June 20, 2003 (4)
(a)(19)		Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(20)		Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(21)		Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(22)		Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(23)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(24)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(25)		Text of International Customer Advisory Board’s e-mail posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(26)		Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing) (5)
(a)(27)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25,


		2003 425 filing) (5)
(a)(28)		Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(29)		Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing) (5)
(a)(30)		Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing) (5)
(a)(31)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(32)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing) (5)
(a)(33)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(34)		Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(35)		Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing) (5)
(a)(36)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing) (6)
(a)(37)		Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing) (6)
(a)(38)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing) (6)
(a)(39)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(40)		Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing) (6)
(a)(41)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing) (6)
(a)(42)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing) (6)
(a)(43)		Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(44)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing) (6)
(a)(45)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing) (7)
(a)(46)		Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing) (7)
(a)(47)		Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing) (7)
(a)(48)		Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (7)
(a)(49)		Press release issued by PeopleSoft on August 29, 2003 (9)
(a)(50)		Press release issued by PeopleSoft on September 4, 2003 (9)
(a)(51)		Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (9)
(a)(52)		Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003 (9)
(a)(53)		PeopleSoft Analyst Day Power Point presentation materials (9)
(a)(54)		PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures (9)
(a)(55)		Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003 (10)


(a)(56)		Order entered by the Superior Court of California, County of Alameda (11)
(a)(57)		Press release issued by PeopleSoft on November 17, 2003 (12)
(a)(58)		Press release issued by PeopleSoft on December 2, 2003 (13)
(a)(59)		Second Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda (14)
(a)(60)		Text of background information provided to PeopleSoft sales force to respond to customer inquiries following Oracle statements of November 24, 2003 (15)
(a)(61)		Press release issued by PeopleSoft on December 19, 2003 (16)
(a)(62)		Press release issued by PeopleSoft on January 12, 2004 (16)
(a)(63)		E-mail sent to PeopleSoft employees (17)
(a)(64)		Letter to the Wall Street Journal dated January 22, 2004 (17)
(a)(65)		Press release issued by PeopleSoft on January 24, 2004 (17)
(a)(66)		Press release issued by PeopleSoft on January 30, 2004 (17)
(a)(67)		Excerpts from transcript of conference call held by PeopleSoft on January 29, 2004 (17)
(a)(68)		Order entered by the Superior Court of California, County of Alameda (17)
(a)(69)		Oracle and Pepper Acquisition Corp. Notice of Demurrer and Demurrer (17)
(a)(70)		Oracle and Pepper Acquisition Corp. Notice of Motion to Strike and Motion to Strike (17)
(a)(71)		Advertisement placed by PeopleSoft on February 3, 2004 (17)
(a)(72)		Press release issued by PeopleSoft on February 4, 2004 (18)
(a)(73)		Message sent to PeopleSoft employees (18)
(a)(74)		Press release issued by PeopleSoft on February 9, 2004 (19)
(a)(75)		Letter to employees dated February 9, 2004 (19)
(a)(76)		Letter to customers dated February 9, 2004 (19)
(a)(77)		E-mail sent to PeopleSoft employees on February 25, 2004 (20)
(a)(78)		E-mail sent to PeopleSoft employees on February 27, 2004 (20)
(a)(79)		Investor presentation materials (20)
(a)(80)		Press release issued by PeopleSoft on February 10, 2004 (20)
(a)(81)		Press release issued by U.S. Department of Justice on February 26, 2004 (20)
(a)(82)		Press release issued by PeopleSoft on February 26, 2004 (20)
(a)(83)		Order entered by the Superior Court of California, County of Alameda, overruling Defendants’ Demurrer to Plaintiffs’ Second Amended Complaint (20)
(a)(84)		Order entered by the Superior Court of California, County of Alameda, denying Defendants’ Motion to Strike Portions of Plaintiffs’ Second Amended Complaint (20)
(a)(85)		Letter to stockholders dated March 3, 2004 (20)
(a)(86)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 4, 2004(21)
(a)(87)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 9, 2004(21)
(a)(88)		OneVoice e-mail newsletter sent to PeopleSoft employees on March 12, 2004(21)
(a)(89)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(90)		Press release issued by PeopleSoft on March 12, 2004(21)
(a)(91)		Press release issued by PeopleSoft on March 19, 2004(22)
(a)(92)		Presentation given at PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(93)		Transcript of PeopleSoft’s 2004 Annual Meeting of Stockholders(22)
(a)(94)		Press release issued by PeopleSoft on March 25, 2004(22)
(a)(95)		Transcript of conference call held by PeopleSoft on January 29,2004 (incorporated by reference to Exhibit 99.2 to PeopleSoft’s February 4, 2004 Form 8-K)
(a)(96)		Redacted version of the Cross-complaint filed by Oracle in the Superior Court of the State of California, County of Alameda(23)
(a)(97)		Press release issued by the Michigan Attorney General’s Office on April 7, 2004(23)
(a)(98)		Press release issued by the Ohio Attorney General’s Office on April 9, 2004(23)
(a)(99)		Excerpts from transcript of conference call held by PeopleSoft on April 22, 2004(24)
(a)(100)		Press release issued by PeopleSoft on May 14, 2004(25)
(a)(101)		Excerpts from transcript of PeopleSoft’s 2004 Leadership Summit News Conference held on May 18, 2004(25)
(a)(102)		Press release issued by PeopleSoft on May 26, 2004(26)
(a)(103)		Press release issued by PeopleSoft on May 26, 2004(26)
(e)(1)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders (1)
(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) (1)
(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) (1)
(e)(4)		Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003 (8)
(e)(5)		Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003 (8)
(e)(6)		Terms of Customer Assurance Program (revised) (10)
(e)(6)(i)		Terms of Customer Assurance Program (replacement version) + (11)
(e)(7)		Form of letter sent to customers (11)
(e)(8)		Terms of Customer Assurance Program (11)
(e)(9)		Amendment No. 1 to the Bylaws of PeopleSoft (11)
(e)(10)		Terms of Customer Assurance Program (extension term) (12)
(e)(11)		Employment Agreement, dated January 30, 2004, by and between Craig Conway and PeopleSoft, Inc. (17)
(e)(12)		Excerpts from PeopleSoft’s Definitive Proxy Statement dated February 20, 2004 relating to the 2004 Annual Meeting of Stockholders (22)
(e)(13)		Memorandum of understanding regarding settlement of stockholder class actions(26)
(e)(14)		Amendment to memorandum of understanding regarding settlement of stockholder class actions(27)
(e)(15)		White paper dated February 1, 2004(28)
(e)(16)		June 15, 2004 weblog postings(28)
(e)(17)		Second amendment to memorandum of understanding regarding settlement of stockholder class actions(28)
(e)(18)		Amended Executive Severance Policy—Executive Vice Presidents, amended as of June 14, 2004
(e)(19)		Amended Executive Severance Policy—Senior Vice Presidents, amended as of June 14, 2004
(e)(20)		June 16 and 17, 2004 weblog postings
(e)(21)		Stipulation and Agreement of Compromise, Settlement and Release dated June 17, 2004

10 EX-99.(E)(18) 2 f97751a7exv99wxeyx18y.txt EXHIBIT (E)(18) Exhibit (e)(18) EXECUTIVE SEVERANCE POLICY - EXECUTIVE VICE PRESIDENTS Effective January 1, 2003, amended June 14, 2004 A. SEVERANCE BENEFITS GENERALLY. If an Executive's employment with the Company is involuntarily terminated by the Company other than for Cause, then, subject to the Executive's executing and not revoking a general release of claims in favor of the Company, the Executive will receive the following: (1) 12 months' base salary at the rate in effect on the date of termination; (2) 12 months of Executive's target bonus pursuant to the Company's Employee Incentive Compensation Plan at the rate in effect on the date of termination, assuming 100% achievement of Executive's and Company's objectives, and excluding any other bonuses, such as the annual bonus subject to the discretion of the Board of Directors; (3) Credit for 12 months of employment toward vesting of Stock Awards granted prior to the date Executive's employment is terminated, except for (i) Restricted Stock Awards, and (ii) Executive Stock Bonuses; (4) Reimbursement of COBRA premiums, if Executive is eligible for COBRA, for up to 12 months from the date of termination. Any amounts owed hereunder will be reduced by any other salary, severance, bonus or benefits to which Executive is entitled under any applicable laws or regulations, including, but not limited to, WARN. B. ADDITIONAL SEVERANCE BENEFITS FOLLOWING CHANGE OF CONTROL. If, o there is a Change of Control, and o within one (1) year following such Change of Control, an Executive's employment is either involuntarily terminated other than for "Cause" or is terminated by the Executive on the basis of Constructive Discharge, and o the Executive executes and does not revoke a general release of claims in favor of the Company or surviving entity, the Executive will receive the items listed in A. above and the following: (1) All unvested Stock Awards, granted to Executive prior to the date Executive's employment is terminated will vest, except for (i) Restricted Stock Awards, and (ii) Executive Stock Bonuses; (2) The Company will pay Executive an amount equal to the value of all Restricted Stock Awards that were granted to Executive prior to the date Executive's employment is terminated and that remain unvested as of the date of termination. The cash payment will be equal to the fair market value of the Company's stock that is subject to the unvested portion of such Restricted Stock Awards calculated as of the date employment terminates (reduced by the purchase price, if any, that had not been paid for the restricted stock that is subject to such awards). Payment will occur no later than three (3) days following the date Executive's employment is terminated. As a condition of receiving such payment, and effective on its receipt, Executive will have no further rights in such Restricted Stock Awards or in any other payments in relation to such Restricted Stock Awards and will be required to confirm this in writing. C. AMENDMENT AND TERMINATION. This Policy cannot be amended, altered, suspended or terminated as to (i) the acceleration of vesting of Stock Awards granted to Executive prior to the date of such amendment, alteration, suspension, or termination, or (ii) the right of an Executive to receive a cash payment in lieu of acceleration of vesting of Restricted Stock Awards granted to Executive prior to the date of such amendment, alteration, suspension, or termination, unless mutually and expressly agreed otherwise between Executive and the Company, which agreement must be in writing and signed by Executive and the Company. D. WITHHOLDING. All payments and benefits under this Policy will be subject to all applicable tax withholding. E. ATTORNEYS' FEES. The Company agrees to pay all costs and reasonable expenses, including reasonable attorneys' fees, incurred by an Executive with respect to an action (i) brought by or on behalf of an Executive to obtain any payment owed to an Executive pursuant to Section B(2) above, or (ii) instituted by or in the name of the Company to interpret any of the terms of the Policy or the equity incentive plan under which Restricted Stock Awards were granted as they relate to the Company's obligation to make a payment to Executives pursuant to Section B(2) above. Notwithstanding the foregoing, the Company will not have an obligation to pay costs, expenses or attorneys' fees incurred by an Executive if (i) in an action initiated by or on behalf of an Executive, the court determines that each of the material assertions made by the Executive as a basis for such action were not made in good faith or were frivolous, (ii) in an action brought by or in the name of the Company, the court determines that each of the Executive's material defenses to such action were not made in good faith or were frivolous, or (iii) the court determines that the Executive is not otherwise entitled to be paid such costs, fees and expenses. It is the Company's intention that if the Company contests an Executive's right to payment pursuant to Section B(2) above, the question of the Executive's right to such payment shall be for the court to decide, and no action of the Company (including its Board of Directors, any 2 committee or subgroup of the Board of Directors, or independent legal counsel) shall create a presumption that the Executive is not entitled to such payment. If the payment pursuant to Section B(2) above is not made within three (3) days following the date of termination of an Executive's employment, interest will accrue on the overdue payment at the highest rate permitted by law. F. AT-WILL NATURE OF EMPLOYMENT. The foregoing severance terms do not change the at-will nature of any Executive's employment with PeopleSoft. Any disputes, controversies, or claims arising out of or relating to this Policy must be resolved under PeopleSoft's Internal Dispute Solution (IDS) process. G. DEFINITIONS. "CAUSE" means (i) a material act of dishonesty by Executive in connection with the Executive's employment with the Company; (ii) the Executive's conviction of, or plea of nolo contendere to, a felony; (iii) the Executive's gross misconduct in connection with the performance of his or her duties; (iv) Executive's death or permanent disability preventing him or her from performing the usual and necessary functions of his or her office; (v) the Executive's material breach of his or her obligations as an officer of the Company; or (vi) the Executive's failure to materially comply with the Company's policies. With respect to clauses (iii), (v) and (vi), such actions shall not constitute Cause if they are cured by the Executive within thirty (30) days following delivery to the Executive of a written explanation specifying the basis for the Company's belief that it has Cause, provided that the Company deems such action capable of being cured. "CONSTRUCTIVE DISCHARGE" means (i) the occurrence of one or more of the following ("Constructive Discharge Events"): (a) a material reduction in the Executive's Base Salary or target bonus potential under the Employee Incentive Compensation Plan other than for Cause, (b) a material reduction in Executive's authority or duties (other than a material reduction in authority or duties occurring solely by virtue of a Change of Control, as for example, when an Executive retains the position in the Company but the Company is a wholly-owned, privately-held subsidiary or division of a larger company, or a reduction other than for Cause); or (c) relocation of Executive's position outside of the metropolitan area where Executive is currently employed, and (ii) a Constructive Discharge Event continues for more than thirty (30) days after delivery of written notice by the Executive to the Company specifying the circumstances of the alleged Constructive Discharge, which notice must be delivered to the Company within five (5) business days of the Constructive Discharge Event, and (iii) Executive resigns from all positions with the Company or its successor within ten (10) days of the expiration of Company's 30 day cure period, where such Constructive Discharge Event is still ongoing. "CHANGE OF CONTROL" means: (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of 3 the Company representing forty-five percent (45%) or more of the total voting power represented by the Company's then outstanding voting securities; or (b) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or (c) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets. "RESTRICTED STOCK AWARD" means any restricted stock award granted pursuant to the Company's Amended and Restated 2001 Stock Plan. "EXECUTIVE STOCK BONUSES" means the stock bonus awards granted on or about June 17, 2004 (with a vesting date of June 1, 2005). "STOCK AWARDS" means stock options, stock bonuses, Restricted Stock Awards and Executive Stock Bonuses. 4 EX-99.(E)(19) 3 f97751a7exv99wxeyx19y.txt EXHIBIT (E)(19) Exhibit (e)(19) EXECUTIVE SEVERANCE POLICY - SENIOR VICE PRESIDENTS Effective January 1, 2003, amended May 27, 2004 and June 14, 2004 A. SEVERANCE BENEFITS GENERALLY. If an Executive's employment with the Company is involuntarily terminated by the Company other than for Cause, then, subject to the Executive's executing and not revoking a general release of claims in favor of the Company, the Executive will receive the following: (1) 9 months' base salary at the rate in effect on the date of termination; (2) 9 months of Executive's target bonus pursuant to the Company's Employee Incentive Compensation Plan at the rate in effect on the date of termination, assuming 100% achievement of Executive's and Company's objectives, and excluding any other bonuses, such as the annual bonus subject to the discretion of the Board of Directors; (3) Credit for 9 months of employment toward vesting of Stock Awards granted prior to the date Executive's employment is terminated, except for (i) Restricted Stock Awards, and (ii) Executive Stock Bonuses; (4) Reimbursement of COBRA premiums, if Executive is eligible for COBRA, for up to 9 months from the date of termination. Any amounts owed hereunder will be reduced by any other salary, severance, bonus or benefits to which Executive is entitled under any applicable laws or regulations, including, but not limited to, WARN. B. ADDITIONAL SEVERANCE BENEFITS FOLLOWING CHANGE OF CONTROL. If, o there is a Change of Control, and o within one (1) year following such Change of Control, an Executive's employment is either involuntarily terminated other than for "Cause" or is terminated by the Executive on the basis of Constructive Discharge, and o the Executive executes and does not revoke a general release of claims in favor of the Company or surviving entity, the Executive will receive the items listed in A. above and the following: (1) All unvested Stock Awards, granted to Executive prior to the date Executive's employment is terminated will vest, except for (i) Restricted Stock Awards, and (ii) Executive Stock Bonuses; 1. (2) The Company will pay Executive an amount equal to the value of all Restricted Stock Awards that were granted to Executive prior to the date Executive's employment is terminated and that remain unvested as of the date of termination. The cash payment will be equal to the fair market value of the Company's stock that is subject to the unvested portion of such Restricted Stock Awards calculated as of the date employment terminates (reduced by the purchase price, if any, that had not been paid for the restricted stock that is subject to such awards). Payment will occur no later than three (3) days following the date Executive's employment is terminated. As a condition of receiving such payment, and effective on its receipt, Executive will have no further rights in such Restricted Stock Awards or in any other payments in relation to such Restricted Stock Awards and will be required to confirm this in writing. C. AMENDMENT AND TERMINATION. This Policy cannot be amended, altered, suspended or terminated as to (i) the acceleration of vesting of Stock Awards granted to Executive prior to the date of such amendment, alteration, suspension, or termination, or (ii) the right of an Executive to receive a cash payment in lieu of acceleration of vesting of Restricted Stock Awards granted to Executive prior to the date of such amendment, alteration, suspension, or termination, unless mutually and expressly agreed otherwise between Executive and the Company, which agreement must be in writing and signed by Executive and the Company. D. WITHHOLDING. All payments and benefits under this Policy will be subject to all applicable tax withholding. E. ATTORNEYS' FEES. The Company agrees to pay all costs and reasonable expenses, including reasonable attorneys' fees, incurred by an Executive with respect to an action (i) brought by or on behalf of an Executive to obtain any payment owed to an Executive pursuant to Section B(2) above, or (ii) instituted by or in the name of the Company to interpret any of the terms of the Policy or the equity incentive plan under which Restricted Stock Awards were granted as they relate to the Company's obligation to make a payment to Executives pursuant to Section B(2) above. Notwithstanding the foregoing, the Company will not have an obligation to pay costs, expenses or attorneys' fees incurred by an Executive if (i) in an action initiated by or on behalf of an Executive, the court determines that each of the material assertions made by the Executive as a basis for such action were not made in good faith or were frivolous, (ii) in an action brought by or in the name of the Company, the court determines that each of the Executive's material defenses to such action were not made in good faith or were frivolous, or (iii) the court determines that the Executive is not otherwise entitled to be paid such costs, fees and expenses. It is the Company's intention that if the Company contests an Executive's right to payment pursuant to Section B(2) above, the question of the Executive's right to such payment shall be for the court to decide, and no action of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, or independent legal counsel) shall create a presumption that the Executive is not entitled to such payment. 2. If the payment pursuant to Section B(2) above is not made within three (3) days following the date of termination of an Executive's employment, interest will accrue on the overdue payment at the highest rate permitted by law. F. AT-WILL NATURE OF EMPLOYMENT. The foregoing severance terms do not change the at-will nature of any Executive's employment with PeopleSoft. Any disputes, controversies, or claims arising out of or relating to this Policy must be resolved under PeopleSoft's Internal Dispute Solution (IDS) process. G. DEFINITIONS. "CAUSE" means (i) a material act of dishonesty by Executive in connection with the Executive's employment with the Company; (ii) the Executive's conviction of, or plea of nolo contendere to, a felony; (iii) the Executive's gross misconduct in connection with the performance of his or her duties; (iv) Executive's death or permanent disability preventing him or her from performing the usual and necessary functions of his or her office; (v) the Executive's material breach of his or her obligations as an officer of the Company; or (vi) the Executive's failure to materially comply with the Company's policies. With respect to clauses (iii), (v) and (vi), such actions shall not constitute Cause if they are cured by the Executive within thirty (30) days following delivery to the Executive of a written explanation specifying the basis for the Company's belief that it has Cause, provided that the Company deems such action capable of being cured. "CONSTRUCTIVE DISCHARGE" means (i) the occurrence of one or more of the following ("Constructive Discharge Events"): (a) a material reduction in the Executive's Base Salary or target bonus potential under the Employee Incentive Compensation Plan other than for Cause, (b) a material reduction in Executive's authority or duties (other than a material reduction in authority or duties occurring solely by virtue of a Change of Control, as for example, when an Executive retains the position in the Company but the Company is a wholly-owned, privately-held subsidiary or division of a larger company, or a reduction other than for Cause); or (c) relocation of Executive's position outside of the metropolitan area where Executive is currently employed, and (ii) a Constructive Discharge Event continues for more than thirty (30) days after delivery of written notice by the Executive to the Company specifying the circumstances of the alleged Constructive Discharge, which notice must be delivered to the Company within five (5) business days of the Constructive Discharge Event, and (iii) Executive resigns from all positions with the Company or its successor within ten (10) days of the expiration of Company's 30 day cure period, where such Constructive Discharge Event is still ongoing. "CHANGE OF CONTROL" means: (a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing forty-five percent (45%) or more of the total voting power represented by the Company's then outstanding voting securities; or 3. (b) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or (c) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty-five percent (55%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets. "RESTRICTED STOCK AWARD" means any restricted stock award granted pursuant to the Company's Amended and Restated 2001 Stock Plan. "EXECUTIVE STOCK BONUSES" means the stock bonus awards granted on or about June 17, 2004 (with a vesting date of June 1, 2005). "STOCK AWARDS" means stock options, stock bonuses, Restricted Stock Awards and Executive Stock Bonuses. 4. EX-99.(E)(20) 4 f97751a7exv99wxeyx20y.txt EXHIBIT (E)(20) Exhibit (e)(20) TRIAL DAY 6: JUNE 15, 2004 There were only two witnesses today, but they were powerful components of the Government's case. First, the Vice President of IT Business Systems for Daimler-Chrysler, Michael Gorriz, took the witness stand. Gorriz gave testimony that has become familiar by this time -- Daimler-Chrysler is a huge, multinational company with complex software needs and only Oracle, PeopleSoft, and SAP can satisfy those needs for core HR and Financial software. Gorriz talked about recent HCM procurements in which Daimler licensed PeopleSoft products to replace aging legacy systems. Gorriz described how Oracle's lawyers had asked to meet with him to get him to support the deal, but he refused. He explained that he had flown voluntarily all the way from Germany, to testify against the Oracle bid because his company was so concerned about the damage to competition in the form of increased prices and diminished innovation, if Oracle succeeds in acquiring PeopleSoft. He said that Daimler would incur $50 to $100 million of cost to migrate to Oracle or SAP if Oracle acquires PeopleSoft but does not continue to improve the PeopleSoft platform. This follows testimony from Nextel that such a migration would cost that company "tens of millions of dollars." On cross-examination, Oracle tried to argue that Daimler could still negotiate a good deal, even if Oracle acquires PeopleSoft, because Daimler is such a large company. But the witness wasn't buying the argument and, frankly, neither it seemed did anyone else. In response to questions from the judge, Gorriz emphasized that Daimler might benefit if it could purchase all of its software needs from a single vendor, but only if that vendor faces price competition from other vendors in the market. He explained the benefits "of having three independent vendors in the market" very clearly. The second witness of the day was the VP of IT for Greyhound Lines, the bus company. The Greyhound testimony was interesting because that company is currently going through a procurement to replace an old, poorly supported legacy HR system. According to the witness, the Greyhound procurement team initially selected Oracle and Lawson as finalists, only to discover after careful analysis that the Lawson product was inadequate for Greyhound's needs. The Government put into evidence a document containing four pages of conclusions as to why the Lawson product just couldn't pass muster. PeopleSoft was eventually selected by the Greyhound steering committee as the vendor of choice, but Oracle cut its price to try to wrest the deal from PeopleSoft, yet another sign of vigorous competition between the companies. In a telling moment in the trial, the Oracle lawyer, Dan Wall, tried to get the witness to admit that Lawson provided adequate competition to make Oracle cut its price, but the witness said: "I believe I said earlier, I didn't think that Oracle took Lawson seriously as a bidder." At the end of the day, PeopleSoft released the PeopleSoft White Paper to the press. The White Paper is a long legal document -- almost a book, actually -- that contains an economic, legal and business analysis of Oracle's proposed acquisition of PeopleSoft. Staff of the Department of Justice asked us to submit a White Paper while they were studying Oracle's unsolicited offer, and we provided it to them at the beginning of February. Since the white paper was referred to at the trial and is no longer designated as highly confidential, PeopleSoft made it public. The White Paper begins by quoting from an internal Oracle e-mail about how "proud" the Oracle executive was when they first announced the tender offer, because they had "certainly wounded" PeopleSoft. The first part of the White Paper goes on to explain our belief that Oracle is using the hostile takeover process to hurt a competitor that they are having trouble competing against. The White Paper quotes speeches made by the Oracle CEO, as well as hard questions industry analysts have asked Oracle and customer complaints about Oracle. The White Paper then lays out information about the effects of the proposed transaction -- information very similar to what is coming out in court: How customers will be hurt, how competition will be diminished, how innovation will be threatened, etc. An important part of the White Paper deals with migration costs that customers will have to bear if Oracle acquires PeopleSoft and does not continue to improve the product as aggressively as a competitive market requires. This is precisely the point that had been made by the vice president of Daimler-Chrysler who testified that his company would have to incur costs of $50-100 million to migrate from PeopleSoft to Oracle or SAP if Oracle acquires PeopleSoft and does not continue to improve the product. The White Paper contains the results of studies by PeopleSoft about the potential migration costs for a number of key states. The state controller of Texas, for example, estimated that Texas would incur over $200 million of these costs. And one of these studies estimated that the State of California could incur costs in excess of one billion dollars. This was quite jarring to some of the press -- it was easy enough for reporters to listen to big companies talk about the huge costs Oracle might inflict on customers. The problem was brought home to them when they realized that they could pay more in taxes, or in university tuition, if Oracle succeeds in its plan and ends up putting the PeopleSoft products out of business. If you want to see the White Paper, click here. http://secfilings.nasdaq.com/filingFrameset.asp?FileName =0000950134%2D04%2D008906%2Etxt&FilePath=%5C2004%5C06%5C16%5C&CoName= PEOPLESOFT+INC&FormType=SC+14D9%2FA&RcvdDate=6%2F16%2F2004&pdf= Perhaps the most stunning development of the day occurred outside the courtroom. Following a day of revelations about the enormous level of migration costs that customers could face if Oracle succeeds, Oracle chairman Henley admitted to CNBC that Oracle will "gradually migrate customers over to the Oracle platform" if it gets control of PeopleSoft. Trial Day 7: June 16, 2004 Today's testimony featured the first presentation by the state governments in the case. In addition to the US Department of Justice, ten states, including New York and Texas, are suing Oracle to block its takeover attempt. The states' attorneys have been seated at counsel table with DOJ during the trial, but this is the first time they have joined the action. Today an Assistant Attorney General of North Dakota led the examination of North Dakota's Chief Information Officer, Curtis Wolfe, who has recently completed a major procurement for his state. Wolfe turned out to be one of the most compelling customer witnesses yet. The direct examination was crisp and well organized, and the witness's answers to questions by both the judge and the lawyers, were clearly and emphatically stated. Yesterday, the Government presented evidence about Greyhound's procurement to show a situation in which a complex enterprise customer actually tried to consider a bid from Lawson, only to find that Lawson's product was inadequate for a complex enterprise. Today was a rerun, but featuring Microsoft rather than Lawson. North Dakota tried to solicit a bid from Microsoft, only to find, after careful examination, that the Microsoft product met only 20% of the state's technology needs. Indeed, during the bidding process, Oracle itself complained in writing that Microsoft's product was inadequate for a large, complex enterprise. Nowhere did Microsoft dispute the point; one of the Microsoft executives jointly signed a letter with a state official, agreeing that the Microsoft product was inadequate. Of course, none of this has stopped Oracle's lawyers from telling the press in the hallway outside the courtroom that Microsoft is a competitor in the market. Once Microsoft was disqualified, the North Dakota procurement turned into a bidding war between Oracle and PeopleSoft. The original bids were between $35 and $40 million, but faced with direct competition from PeopleSoft, Oracle eventually dropped its bid to $18 million. PeopleSoft won with a bid of $21 million because it scored better in other categories. "I don't believe we would have seen that kind of price competition if we hadn't had head to head competition," Wolfe told the judge. In response to questioning by the judge about maintenance fees, Wolfe gave what may well be the most telling evidence of the trial -- the judge's question indicated that he understood Wolfe's testimony, but the significance of that testimony was apparently lost on the media. Basically, Wolfe explained that the only way to guarantee that a vendor will keep its product updated for its installed base is to ensure that there is robust competition for new customers. If vendors produce new functionality for new customers, that new functionality will be shared with the installed base, explained Wolfe. But if there is no competition for new customers, the vendors will have no incentive to upgrade the product of the installed base, because the vendors get maintenance payments from customers under contract, whether the vendors provide upgrades or not. This testimony was a serious blow to the Oracle position. Oracle had been arguing to the Court and to the press that it would continue to support the PeopleSoft product, post-acquisition, but would not sell the product to new customers. Wolfe's testimony belies that argument; as Wolfe explained, Oracle would have no incentive to provide timely, high quality upgrades to existing customers if the product is not being sold to new customers. Wolfe hammered home the point again and again. PeopleSoft customers, post-acquisition, could easily be exploited by Oracle; it is competition for new customers that guarantees fair treatment for the installed base. Wolfe also explained that Oracle has a different "motivation" than PeopleSoft. "They want to get customers on the Oracle database, because that's really where they make their money." Wolfe also revealed that the state officials in North Dakota were so concerned about Oracle's unsolicited bid for PeopleSoft that the Governor personally called the Department of Justice to urge the Department to block the deal. The second witness was Christy Bass, a global managing partner at Accenture, a large integrator. Bass was actually called as an Oracle witness, but was presented out of order because she is unavailable during Oracle's case presentation. The Accenture witness had something to say for both sides, so it is not clear whether her testimony did Oracle more good than harm. On direct, she confirmed that there is, in fact, an upmarket different from the mid-market. Her business focuses on the upmarket and supports the products of only four customers: PeopleSoft, Oracle, SAP and Siebel (for CRM only), precisely the market definition and list of competitors put forward by DOJ. The witness also confirmed that U.S. market is different from the European market, further supporting DOJ's geographic market definition. And the witness admitted that outsourcing does not generally displace the Big Three ERP vendors. The witness gave a great deal of testimony about the newly announced joint venture between Accenture and SAP for software to be sold to the banking industry. According to the witness, SAP currently has a zero percent share of the business of the top-twenty U.S. banks, so presumably, Oracle was trying to suggest that SAP might become a more robust competitor in that space. Later in the day, however, it was revealed that this is the second time SAP has tried such an initiative; the first time produced no quantifiable gains for SAP. The witness also described the industry as highly competitive and suggested that condition would always be the case. Finally, Bass claimed that it was only a matter of time before Microsoft entered the market, but offered no support or justification for that prognostication, so it is not clear whether the judge would give her opinion any weight. In any case, the Microsoft witness is now scheduled to testify next Wednesday. The third witness of the day was the CIO of Pepsi Americas, which is the independently owned Pepsi bottling company that does business in the U.S., Europe and the Caribbean. Pepsi America uses application software from PeopleSoft and SAP, and database software from Oracle. The witness said that only PeopleSoft, Oracle and SAP application software would satisfy his company's needs. The witness also testified about his "concern" about the "long term direction" that Oracle would take if it ended up owning PeopleSoft. Specifically, the witness testified, like many of the other customer witnesses, that he was concerned that Oracle would not continue to enhance the PeopleSoft products if Oracle acquired them. The witness said it would cost Pepsi Americas about $30 million if the company had to migrate off PeopleSoft to some other platform. During the cross-examination by Oracle lawyer Tom Rosch, the following exchange took place: Q: Are you familiar with the concept of an exogenous event, sir? A: Not enough to say yes right now. (Laughter.) Q: It is an event which could happen independently of, in this case, what Oracle might do. A: Okay. Q: Now, that same risk that you described would exist, would it not, if somebody other than Oracle, who is not a PeopleSoft competitor, bought PeopleSoft and decided not to do the upgrading that you would like to have, isn't that correct, sir? A: It's not probable, if they don't have another software package, so if they're not a competitor, then they don't have that function, he'd be buying it for that functionality, so the business case for them would be to enhance it. Q: Is that true in every case, sir? A: I believe so, yes. Q: Have you ever studied that? A: No. Common sense, though. I think this exchange best summarizes the state of the case. The Government's case is based on common sense: Having three choices is better for the customer than just two. The competition between PeopleSoft and Oracle produces lower prices and more innovation I believe that the Oracle argument, on the other hand, requires the listener to take leave of his "common sense." Oracle wants everyone to believe that it knows more about customers' businesses than the customers do -- and that the customers should not get the choices they want, only the choices Oracle is willing to give them -- including wholly unacceptable choices like Microsoft and Lawson. This week, Forrester became the first of the industry analysts to opine on the case during the trial. It's good to see that Forrester agrees with the DOJ about the limited financial and human resources management application choices available to larger enterprises. At the end of the day, PeopleSoft's Executive Vice President Americas, Phil Wilmington, began his testimony, which was not completed by the end of the day. So, I'll discuss Phil's testimony in tomorrow's report. IMPORTANT ADDITIONAL INFORMATION PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments or supplements) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. EX-99.(E)(21) 5 f97751a7exv99wxeyx21y.txt EXHIBIT (E)(21) Exhibit (e)(21) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY ) IN RE: PEOPLESOFT, INC. SHAREHOLDER ) LITIGATION ) Consolidated ) C.A. No. 20365-NC STIPULATION AND AGREEMENT OF COMPROMISE, SETTLEMENT AND RELEASE The parties to the above-captioned consolidated action, by and through their attorneys, have entered into the following Stipulation and Agreement of Compromise, Settlement and Release ("Stipulation" or "Settlement Agreement"), subject to the approval of the Court of Chancery of the State of Delaware in and for New Castle County (the "Delaware Court of Chancery"): WHEREAS, A. On June 6, 2003, Oracle Corporation announced its intention to commence an unsolicited takeover bid for the shares of PeopleSoft Corporation ("PeopleSoft"). On June 9, 2003, Oracle Corporation caused Pepper Acquisition Corporation, a wholly owned subsidiary of Oracle ("Oracle Sub"), to commence a tender offer (the "Offer") for the purchase of all outstanding shares of common stock of PeopleSoft, together with the associated Series A Participating Preferred Stock purchase rights issued as a dividend on that common stock on February 27, 1995 (the "Rights") and governed by the First Amended and Restated Preferred Shares Rights Agreement, dated as of December 16, 1997 by and between PeopleSoft and BankBoston, N.A., as rights agent (the "Rights Plan"). B. The Offer to purchase the PeopleSoft common stock (together with the associated Rights) on the terms and conditions described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto) filed by Oracle Corporation and Oracle Sub (collectively, "Oracle") with the Securities and Exchange Commission (the "SEC") on June 9, 2003, has thereafter from time to time been amended and revised, including but not limited to increases in the offering price on June 18, 2003 and February 4, 2004, and a decrease in the offering price on May 14, 2004, all as reflected in amendments to the Schedule TO (the "Oracle Tender Offer" or "Offer"). C. Since June 6, 2003, PeopleSoft adopted a Customer Assurance Program, as generally revised and described in the amendments to a Schedule 14D-9 filed with the SEC by PeopleSoft (the "CAP") and took other actions (the "PeopleSoft Response") in response to the threat posed to PeopleSoft's business and customer base by the Oracle Tender Offer and by other conduct engaged in by Oracle (with the Oracle Tender Offer, the "Oracle Conduct"). D. On June 6, 2003, five putative class action complaints naming as defendants PeopleSoft and several of its officers and/or directors were filed in the Delaware Court of Chancery alleging that defendants breached their fiduciary duties in connection with PeopleSoft's response to the Oracle Tender Offer, styled EZEIR V. PEOPLESOFT, INC., ET AL., C.A. No. 20349; FAY V. PEOPLESOFT, INC., ET AL., C.A. No. 20350; CRESCENTE V. PEOPLESOFT, INC., ET AL., C.A. No. 20351; CORWIN V. PEOPLESOFT, INC., ET AL., C.A. No. 20352; and HACK V. PEOPLESOFT, INC., ET AL., C.A. No. 20353. On June 10, June 12, and July 2, 2003, additional and similar putative class action suits were filed in the Delaware Court of Chancery, styled PADNESS V. PEOPLESOFT, INC., ET AL. , C.A. No. 20358, NEMES V. PEOPLESOFT, INC., ET AL., C.A. No. 20365, and HUTCHINGS V. PEOPLESOFT, INC., ET al., C.A. No. 20377, respectively. By stipulations and orders of the Delaware Court of Chancery dated June 25, and July 22, 2003, the foregoing actions were consolidated into a single consolidated action styled as IN RE PEOPLESOFT, INC. SHAREHOLDER LITIGATION, 2 Consolidated C.A. No. 20365 (the "Delaware Action"). In connection with the consolidation, the Delaware Court of Chancery designated the law firm of Prickett, Jones & Elliott, P.A. as lead counsel, with the law firms of Abbey Gardy, LLP and Wolf, Haldenstein, Adler, Freeman & Herz LLP designated as plaintiffs' liaison counsel. E. In June 2003, actions similar to the putative class actions suits filed in the Delaware Court of Chancery were filed in the Superior Court for the County of Alameda (the "California Court") by Doris Staehr (Case No. RG03100291), Lorrie McBride (Case No. RG3100300), the West Virginia Laborers Pension Trust Fund (Case No. RG03100306), Ray Baldi (Case No. RG03100696), Moshe Panzer (Case No. VG03100876), and Arace Brothers (Case No. VG03101830). By orders dated June 16, and July 11, 2003, these actions were consolidated by the California Court. Also, by orders dated June 18, and July 11, 2003, the California Court stayed all of the California class action suits referenced above pending resolution of the claims filed in the Delaware Action. F. On June 13, 2003, PeopleSoft filed suit in the California Court against Oracle alleging (among other things) that Oracle engaged in unfair trade practices and unlawful interference with PeopleSoft's business ("PeopleSoft's California Action"). PeopleSoft thereafter amended its complaint and on January 20, 2004, Oracle filed motions for demurrer and to strike portions of the amended complaint. On February 25, 2004, Oracle's motions were denied. On March 30, 2004, Oracle filed a cross-complaint in the California Court against PeopleSoft and several of its directors ("Oracle's Cross-Complaint"). G. On June 18, 2003, Oracle filed suit in the Delaware Court of Chancery against PeopleSoft, several of its directors, and J.D. Edwards, alleging that certain defendants breached their fiduciary duties in connection with PeopleSoft's response to the Oracle Tender 3 Offer and that J.D. Edwards aided and abetted such breach. Oracle thereafter sought leave to amend its complaint to challenge the CAP and other actions by defendants ("Oracle's Delaware Action"). Oracle's Delaware Action was subsequently consolidated with the Delaware Action for discovery purposes. H. The plaintiffs for the proposed class of stockholders of PeopleSoft (the "Class Plaintiffs") filed in the Delaware Action an Amended Complaint on or about June 18, 2003. On or about November 18, 2003, the Class Plaintiffs moved for leave to file a proposed Second Amended and Supplemental Complaint, but shortly thereafter requested that the Delaware Court of Chancery take no action on that motion. I. Defendants have responded to substantial discovery requests propounded by Class Plaintiffs and Oracle pursuant to the consolidation of discovery in the Delaware Action and the Oracle Delaware Action, including significant document discovery (including the production of the CAP schedules and contracts), extensive fact and contention interrogatories regarding (among other things) the CAP, and deposition discovery (including a Rule 30(b)(6) deposition on the CAP), and Class Plaintiffs have reviewed and analyzed such discovery and other data relevant to the PeopleSoft Response. J. Based upon the actions of the United States Department of Justice and the European Union and the current status of their anti-trust reviews and/or opposition to Oracle's proposed acquisition of PeopleSoft, the discovery to date, and subject to confirmatory discovery, the Class Plaintiffs have determined that the CAP, as it relates to Oracle, serves a legitimate corporate purpose in light of the Oracle Conduct to date. K. In light of the recent circumstances and events surrounding the Offer, including the actions of U.S. and European antitrust regulators, the parties hereto (the "Parties") 4 engaged in extensive arm's-length, good faith discussions with regard to a possible settlement of the Delaware Action. As a result of those discussions, the Parties executed a Memorandum of Understanding, dated May 25, 2004, setting forth the basic terms of their agreement in principle to settle all claims asserted, or which could have been asserted, by members of the Class (as defined below), subject to negotiation and execution of a Stipulation of Settlement and the approval of the Delaware Court of Chancery. The Memorandum of Understanding, as amended, is referred to herein as the "MOU". L. The Parties believe that the proposed settlement, on the terms and conditions set forth in this Stipulation, and subject to confirmatory discovery, is in the best interests of PeopleSoft, its stockholders, and all of the members of the proposed class, as defined below, and is fair, adequate and reasonable. M. Defendants have vigorously denied, and continue to deny, (i) any wrongdoing or liability with respect to all claims, events and transactions complained of, (ii) that they engaged in any wrongdoing, (iii) that they committed any violation of law, (iv) that they breached any fiduciary duties, (v) that they acted improperly in any way, and (vi) that they have or may have any liability of any kind to the plaintiffs or the proposed class or to Oracle, but have considered it desirable that the claims that have (or could have) been advanced on behalf of the members of the Class (as defined below) be settled and dismissed on the merits and with prejudice in order to: (i) avoid the substantial expense, inconvenience and distraction of continued litigation; (ii) dispose of potentially burdensome and protracted litigation; and (iii) finally put to rest and terminate the claims asserted on behalf of the Class. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the Parties through their respective attorneys, subject to the approval of the Delaware 5 Court of Chancery, pursuant to Rules 23 and 23.1 of the Court, that the Delaware Action be finally and fully compromised, settled, released, discharged and dismissed with prejudice, subject to the following terms and conditions (the "Settlement"): 1. For purposes of settlement only, the Parties agree that the Delaware Action be certified as a class action pursuant to Court of Chancery Rules 23(a) and 23(b)(1), without the right of members to opt out, on behalf of a class of all persons and entities who owned or held (whether beneficially or otherwise) PeopleSoft common stock on or after June 6, 2003, through and including the date of approval of the Settlement, including their respective heirs, executors, administrators, representatives, agents, successors and assigns, but excluding defendants and their affiliates (as the term "affiliate" is defined in the Securities and Exchange Act of 1934 and Rule 12b-2 promulgated thereunder) and Oracle (the "Class"). 2. As soon as practicable after this Stipulation has been executed, the Parties shall jointly apply to the Delaware Court of Chancery for an Order substantially in the form attached hereto as Exhibit A (the "Scheduling Order"), scheduling a hearing for consideration of the Settlement (the "Settlement Hearing") and approving a form of notice (the "Notice") substantially in the form of Exhibit B attached hereto to be disseminated to members of the Class. 3. If the Settlement (including any modifications thereto made with the consent of the Parties as provided herein) and all transactions preparatory or incident thereto shall be approved by the Delaware Court of Chancery following the Settlement Hearing as fair, reasonable and adequate and in the best interests of the Class, the Parties shall jointly request the Court to enter an Order and Final Judgment substantially in the form attached hereto as Exhibit C (the "Order and Final Judgment"). 6 4. "Final Court Approval" as used in this Stipulation shall mean that the Delaware Court of Chancery has entered an Order and Final Judgment approving the Settlement and that such order is finally affirmed on appeal, or the period for appeal of such order shall have expired with no appeal having been taken. 5. Subject to the additional conditions, terms and limitations described herein, the Parties agree and stipulate to the following: a. for any contracts executed by and between PeopleSoft and any person or entity prior to July 1, 2004 (the "Preexisting Contracts"), PeopleSoft shall not amend the CAP provision of any such contract to extend the length of time from the "Schedule Effective Date" (as defined in the Preexisting Contracts) within which PeopleSoft must be "Acquired," or within which the Acquirer's conduct may trigger the CAP, or include such extension of a preexisting CAP provision in any new or continued support or service agreement that may be executed with the parties to the Preexisting Contracts. b. from July 1, 2004 until two years after Final Court Approval, if in response to the Oracle Conduct (including any future actions of Oracle), the Board of Directors of PeopleSoft (the "Board") determines to enter into contracts with customers containing CAP provisions, then under such CAP provisions PeopleSoft will only be deemed to be "Acquired" if Oracle or one or more of its affiliates directly or indirectly (i) acquires more than 50% of the total voting power represented by PeopleSoft's then outstanding voting securities, (ii) consummates a merger or consolidation with PeopleSoft, or (iii) acquires all or substantially all of PeopleSoft's assets. c. from July 1, 2004 until two years after Final Court Approval, in the event PeopleSoft determines to enter into any contracts with customers containing CAP provisions applicable to any prospective acquirer of PeopleSoft other than Oracle or SAP AG (or any of their respective affiliates) (any such prospective acquirer other than Oracle or SAP AG (or any of their respective affiliates) being hereafter referred to as a "Bidder"), then (i) such determination must be (x) made with the approval of at least a majority of PeopleSoft's independent directors and (y) promptly announced by PeopleSoft on a Current Report on Form 8-K filed with the SEC, with a description of the material terms of the CAP (or, alternatively, a copy of the CAP language shall be annexed to such Form); (ii) any such CAP (a "Bidder CAP") shall be subject to and consistent with the following terms: Acquisition Must occur within a period not longer than two years from the Schedule Effective Date 7 Acquiror conduct Must occur within a period not longer than triggering two years from the Schedule Effective Date CAP (e.g., failure to support) CAP multiplier Not to exceed 5x total fees and (iii) in each Quarterly Report on Form 10-Q filed by PeopleSoft with the SEC, the amount of the maximum potential liability for any Bidder CAP shall be reported (the "Maximum Potential Amount"). PeopleSoft agrees to attempt to limit, to the extent possible, the Maximum Potential Amount for any Bidder to $2.5 billion. Accordingly, if the Maximum Potential Amount as calculated at the end of a quarter and as reported exceeds $2.5 billion, PeopleSoft shall not thereafter execute contracts with CAP provisions with respect to such Bidder until such time as the reported Maximum Potential Amount is less than $2 billion. In addition, beginning on October 1, 2004, if the Maximum Potential Amount as so reported at the end of any quarter exceeds $2.3 billion, PeopleSoft shall not thereafter execute contracts with CAP provisions with respect to such Bidder until such time as the reported Maximum Potential Amount is less than $2.1 billion. The limitations on the Maximum Potential Amount shall be adjusted upward or downward in the event of certain material changes (the "Certain Material Changes"). The Certain Material Changes shall include (i) an increase or decrease, as of the end of any quarter (commencing with the quarter ending September 30, 2004), in PeopleSoft's revenues for the last twelve months ("LTM") of more than 17% over PeopleSoft's revenues for the LTM period ended June 30, 2004, or (b) the completion of any acquisition by PeopleSoft that would result, on a pro forma basis, in there being such a 17% increase in PeopleSoft's LTM revenues as of the end of the most recent quarter as compared with LTM revenues at June 30, 2004. In the event of a Certain Material Change, the Maximum Potential Amount shall be adjusted upward or downward by the same percentage as the increase or decrease in LTM revenues (or pro forma revenues) as compared with LTM revenues at June 30, 2004. In connection with the execution of the MOU, PeopleSoft agreed to instruct its sales force to attempt to limit the definition of "Acquired" to that set forth in paragraph 1(b) of the MOU and paragraph 5(b) of this Stipulation in the Preexisting Contracts entered into after the MOU was executed. For purposes of this Stipulation, the term "Bidder CAP" includes all contracts that contain any form of CAP provision, even if the terms of such CAP provision vary in different contracts. d. Promptly after Final Court Approval, (i) PeopleSoft shall amend its Rights Plan to provide that, through and including two years following Final Court Approval, in the event of a Qualifying Offer (as defined below), then if as of the 90th day following the later of the commencement of the Qualifying Offer (it being understood that for these purposes, if Oracle's Offer shall still be pending at the time of Final Court Approval, it shall be deemed to commence at the latest of (x) Final Court Approval, (y) a final judgment (no longer subject to 8 appeal) in the pending action by the Department of Justice alleging that consummation of the Offer would violate the U.S. antitrust laws, and (z) clearance of the Offer by the European Commission) and the most recent amendment of the Qualifying Offer to increase or reduce the offer price (other than a proportionate increase or reduction to reflect any stock split, stock dividend, recapitalization or similar change to the capitalization of PeopleSoft), at least a majority of the outstanding shares of PeopleSoft common stock on a fully diluted basis (other than potential dilution resulting from the potential exercise of the Rights) have been validly tendered and not withdrawn and all conditions of the Qualifying Offer (other than a condition relating to the redemption or non-applicability of the Rights) shall have been waived or satisfied, the Rights shall, at the close of business on the 91st day following the later of the commencement of the Qualifying Offer or the most recent such amendment, no longer be applicable to the purchase of shares pursuant to the Qualifying Offer if the Qualifying Offer is consummated within the next 30 days, or to any second-step merger complying with the commitment with respect thereto as set forth in the definition of "Qualifying Offer," unless prior to such 90th day the Board, including a majority of its independent directors, shall have adopted a resolution determining that the Rights shall continue to remain applicable to the Qualifying Offer, and (ii) PeopleSoft shall amend its Bylaws to provide through and including two years after Final Court Approval that the required notice of nomination of candidates for director shall be 95 days rather than 120 days. PeopleSoft further agrees that the Bylaw provision adopted pursuant to this stipulation shall not be amended unless approved by the vote of a majority of PeopleSoft's shares then outstanding. For purposes of this Stipulation, the term "Qualifying Offer" shall be an all-cash tender offer for all outstanding shares of common stock of PeopleSoft by a bidder that does not "own" (within the meaning of 8 Del. C.ss.203) 15% or more of the outstanding shares of PeopleSoft common stock, provided that such tender offer (A) is not subject to any financing condition and, to the extent that the bidder contemplates any financing in connection with the offer, such financing is fully committed from reputable financial institutions and is not subject to any non-customary conditions (including, without limitation, a "diligence" condition), (B) is not subject to any non-customary conditions (including, without limitation, any condition relating to stockholder approval by the bidder (or any affiliate), or any condition within the bidder's (or any affiliate's) control, and(C) contains a binding commitment by the bidder (confirmed by a written instrument delivered to PeopleSoft) to consummate, as promptly as possible following consummation of the tender offer, a second-step merger pursuant to which all remaining publicly-owned shares of PeopleSoft common stock will be canceled in exchange for the cash price payable in the tender offer; provided that such commitment may be subject to the condition that the Board take such actions as may reasonably be required to facilitate such merger following consummation of the tender offer. For purposes of this Stipulation, the definition of "independent directors" shall be the same as that set forth in Section 4200(a)(15) of the Marketplace Rules of The NASDAQ Stock Market, Inc. 9 e. Nothing in this Settlement is intended to or shall be interpreted to alter the Board's fiduciary duties. 6. Immediately upon Final Court Approval, all members of the Class and PeopleSoft shall be deemed to have released and settled all claims, whether asserted directly, individually, derivatively, representatively or otherwise, against PeopleSoft, each defendant in the Delaware Action (and the other putative class action suits referenced herein), each member of the PeopleSoft Board of Directors, and any of their affiliates, subsidiaries, predecessors, successors and assigns, and each and all of their respective officers, directors, associates, representatives, attorneys, counselors, financial advisors, investment bankers, consultants, accountants, advisors or agents, heirs, executors, personal representatives, estates or administrators of any of the foregoing (collectively, the "Releasees"), whether known or unknown and whether arising under federal, state or any other law, that have been, or could have been asserted against any of the Releasees, relating to the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth in or otherwise related to the allegations of any of the actions filed on behalf of the members of the Class, the Oracle Conduct or the PeopleSoft Response that occurred on or before the date of this Stipulation and are or could have been raised in any of the actions in which such complaints have been filed, or any other action in any other forum (including any and all of the California class actions), including any public filings or statements relating thereto (collectively, the "Settled Claims"); provided, however, that the claims to be released shall not include the right of any members of the Class or any of the defendants to enforce the terms of this Stipulation or the Settlement. Class Plaintiffs shall seek leave to file a Second Amended Complaint in the 10 Delaware Action so as to conform and update their allegations to reflect the claims that have been pursued in the Delaware Action through and including the date hereof. 7. It is the intention of the Parties to extinguish all such Settled Claims and consistent with such Settled Claims and consistent with such intentions, the Class Plaintiffs waive their rights, to the extent permitted by law, to any benefits of the provisions of section 1542 of the California Civil Code or any other similar state law, federal law or principle of common law, which may have the effect of limiting the release set forth above. Section 1542 of the California Civil Code provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Parties do not concede that any law, other than the law of the State of Delaware, is applicable to the Settlement or the Settled Claims. The Class Plaintiffs acknowledge that members of the Class may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of the release, but that it is their intention, on behalf of the Class, to fully, finally and forever settle and release any and all claims released hereby known or unknown, suspected or unsuspected, which now exist or existed at any time prior to consummation of the Settlement, and without regard to the subsequent discovery or existence of such additional or different facts after the approval of this Settlement. 8. If the Settlement is approved, counsel for Class Plaintiffs intend to apply to the Delaware Court of Chancery for an award of attorneys' fees and out-of-pocket expenses. Defendants reserve the right to oppose any such application. To the extent awarded by the Court, any such fee shall be paid solely by PeopleSoft or its successor(s) in interest to Prickett, 11 Jones & Elliott, P.A., as receiving agent for counsel to Class Plaintiffs, within ten (10) business days after Final Court Approval. Approval of such a fee application is not a condition to the effectiveness of the Settlement. In the event that the Delaware Court of Chancery approves the Settlement and such approval is appealed, PeopleSoft agrees it will put into an interest bearing escrow account satisfactory to plaintiffs' counsel a sum equal to the fees and expenses awarded to plaintiffs' counsel within ten days of the filing of any notice of appeal. 9. Except as provided herein, none of the defendants in any of the class litigation referenced herein shall be liable for any fees or expenses, costs, damages, or fees incurred by any plaintiff, or any member of the Class, or by any attorney, expert, adviser, agent or representative of any of the foregoing persons in connection with the prosecution of the Settled Claims. 10. Within 15 days after Final Court Approval, counsel to Class Plaintiffs in the Delaware Action shall destroy or return, or cause to have destroyed or returned, to the producing party any discovery materials produced by any defendant or third party, and shall not retain any copies or extracts thereof, except that research and file memoranda and similar work product (such as e-mails, correspondence, pleadings or briefs) that refer to or reflect information from the discovery materials may be maintained by counsel to Class Plaintiffs subject to continued confidential treatment pursuant to the Protective Order in place in the Delaware Action. 11. PeopleSoft shall assume the administrative responsibility of providing the Notice in accordance with the Scheduling Order, and PeopleSoft shall bear the expense of preparing and mailing the Notice to the Class. 12 12. This Stipulation shall be null and void and of no force and effect if the Settlement does not obtain Final Court Approval. In such event, this Stipulation shall not be deemed to prejudice in any way the respective positions of the parties with respect to any litigation referenced herein nor entitle any party to recover costs or expenses incurred in connection with the Stipulation, the MOU or any such litigation, the Parties shall be restored to their respective positions as they existed prior to the execution of the MOU, and neither the existence of this Stipulation and the MOU nor their contents shall be admissible in evidence or shall be referred to for any purpose in any of the referenced litigation or in any other litigation or proceeding. 13. This Stipulation and the MOU shall not be binding and shall have no preclusive effect on Oracle, Oracle's Cross-Complaint, Oracle's Delaware Action, or PeopleSoft's California Action and shall not extinguish such standing as Oracle may have had heretofore; provided, however, that nothing herein is intended to, or shall, confer upon Oracle standing it does not now have or would otherwise have. 14. This Settlement, the Stipulation and all negotiation, statements and proceedings in connection therewith shall not in any event be construed, or deemed to be evidence of, an admission or concession on the part of any defendant or any other person, of any liability or wrongdoing by them, or any of them as to any claim alleged or asserted in any of the litigation referenced herein or otherwise, and shall not be offered or received into evidence in any action or proceeding, or be used in any way as an admission, concession or evidence of any liability or wrongdoing of any nature, and shall not be construed as, or deemed to be evidence of, an admission or concession that Class Plaintiffs, their counsel, or members of the Class, or any present or former stockholders of PeopleSoft, or any other person, has or has not suffered any 13 damage as a result of the facts of any claim asserted or as to the merit or lack of merit of any claim asserted or any that could have been asserted, except in an action or proceeding to enforce the terms and conditions of this Stipulation. 15. The Parties and their counsel agree to cooperate fully and to use their best efforts to effectuate the terms and conditions of the Stipulation, including the execution of all necessary documents, as soon as possible, and counsel for the Parties are expressly authorized to enter into changes, modifications, or amendments of the Stipulation and the attached exhibits which they deem appropriate as long as such changes are in writing, agreed to by the Parties and are approved by the Delaware Court of Chancery except as to purely ministerial and non-substantive changes, modifications or amendments as counsel may determine are necessary and appropriate. 16. This Stipulation and all exhibits hereto and any related settlement document shall be governed and interpreted in accordance with the laws of the State of Delaware, without regard to the conflict of law provisions or principles thereof. 17. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of the Stipulation or any attached exhibit or in the event of a claimed breach of the Stipulation or an attached exhibit, the Parties agree that such dispute will be adjudicated only in the Delaware Court of Chancery. The Delaware Court of Chancery shall retain jurisdiction for purposes, among other things, of administering the Settlement and resolving any disputes hereunder without affecting the finality of the Settlement. 18. This Stipulation shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors and assigns, and upon any corporation or other entity with which any party hereto may merge or consolidate. 14 19. This Stipulation, together with any exhibits, shall be deemed to have been mutually prepared by the Parties and shall not be construed against any of them by reason of authorship. 20. Pending Final Court Approval, and as contemplated by the Scheduling Order, Class Plaintiffs agree that they, and all other members of the Class, or any of them, are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any pending or prospective action asserting any Settled Claims, either directly, representatively, derivatively, or in any other capacity, against any Releasees. If any claims which are or would be subject to the release and discharge contemplated by the Settlement are asserted in any court or tribunal prior to or following Final Court Approval, plaintiffs in the Delaware Action shall join in any motion to dismiss, stay or transfer such proceedings and shall otherwise use their reasonable best efforts to effect a withdrawal, dismissal, transfer or stay of such claims. To the extent that despite these efforts, such claims are not withdrawn, dismissed, transferred or stayed in deference to the Settlement proceedings contemplated by this Stipulation, defendants shall have the right to withdraw from or terminate this Stipulation or the Settlement, which withdrawal or termination shall have the same effect as the failure to secure Final Court Approval pursuant to the provisions of paragraph 12 above. 21. The Class Plaintiffs in the Delaware Action have agreed that except as expressly provided herein, the Delaware Action shall be stayed while the Stipulation remains in force, except with respect to any steps necessary for the presentation of the Settlement to the Delaware Court of Chancery for its consideration. The Class Plaintiffs have also agreed that defendants' time to answer or otherwise respond to any discovery requests (other than requests 15 relating to confirmatory discovery) that have been served or filed to date, or that are contemplated to be served or filed on behalf of the members of the Class, or any of them, is extended without date; however, to the extent defendants provide discovery materials to Oracle in connection with Oracle's Delaware Action, copies of such discovery or discovery responses shall also be provided to counsel for Class Plaintiffs in the Delaware Action. 22. The exhibits hereto are incorporated in and constitute an integral part of this Stipulation. 23. Each of the attorneys executing this Stipulation on behalf of one or more parties hereto warrants and represents that he or she has been duly authorized and empowered to execute this Stipulation on behalf of each such respective party. 24. This Stipulation may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when such counterparts have been signed by each of the parties and delivered to the other parties. WHEREFORE, the parties enter into this Stipulation as of the 17th day of June, 2004. PRICKETT, JONES & ELLIOTT, P.A. By: /s/ Bruce E. Jameson ------------------------------------------ Michael Hanrahan (#941) Bruce E. Jameson (#2931) 1310 N. King Street P.O. Box 1328 Wilmington, DE 19899-1328 (302) 888-6500 Lead Counsel for Plaintiffs 16 POTTER ANDERSON & CORROON LLP By: /s/ Donald J. Wolfe, Jr. ------------------------------------------ Donald J. Wolfe, Jr. (#285) 1313 North Market Street Hercules Plaza, 6th Floor P.O. Box 951 Wilmington, DE 19899 (302) 984-6000 Counsel for Defendants, David A. Duffield, Aneel Bhusri, A. George Battle, Craig A. Conway, Cyril J. Yansouni, Steven D. Goldby, Frank J. Fanzilli, Jr. CONNOLLY BOVE LODGE & HUTZ LLP By: /s/ Henry E. Gallagher, Jr. ------------------------------------------ Henry E. Gallagher, Jr. (#495) 1007 North Orange Street P.O. Box 2207 Wilmington, DE 19899 (302) 658-9141 Counsel for Defendant, PeopleSoft, Inc. 17 -----END PRIVACY-ENHANCED MESSAGE-----

(1)		Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.

(2)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.

(3)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.

(4)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.

(5)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

(6)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.

(7)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.

(8)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

(9)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

(10)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.

+		This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.

(11)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.

(12)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

(13)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.

(14)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.

(15)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.

(16)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.

(17)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.

(26)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.

(27)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.

(28)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.


		PEOPLESOFT, INC.

	By:	/s/ KEVIN T. PARKER

		Kevin T. Parker Executive Vice President Finance and Administration, Chief Financial Officer

Date: June 18, 2004

(1)		Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.

(2)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.

(3)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.

(4)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.

(5)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.

(6)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.

(7)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.

(8)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.

(9)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.

(10)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 9 to Schedule 14D-9 filed with the SEC October 27, 2003.

+		This exhibit replaces and supersedes exhibit (e)(6), which previously was filed in error.

(11)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 17, 2003.

(12)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 12 to Schedule 14D-9 filed with the SEC November 19, 2003.

(13)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 13 to Schedule 14D-9 filed with the SEC December 5, 2003.

(14)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 14 to Schedule 14D-9 filed with the SEC December 15, 2003.

(15)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 15 to Schedule 14D-9 filed with the SEC December 19, 2003.

(16)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 16 to Schedule 14D-9 filed with the SEC January 13, 2004.

(17)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 17 to Schedule 14D-9 filed with the SEC February 3, 2004.

(18)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 18 to Schedule 14D-9 filed with the SEC February 4, 2004.

(19)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 19 to Schedule 14D-9 filed with the SEC February 9, 2004.

(20)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 20 to Schedule 14D-9 filed with the SEC March 4, 2004.

(21)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 21 to Schedule 14D-9 filed with the SEC March 15, 2004.

(22)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 22 to Schedule 14D-9 filed with the SEC March 29, 2004.

(23)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 23 to Schedule 14D-9 filed with the SEC April 13, 2004.

(24)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 24 to Schedule 14D-9 filed with the SEC April 28, 2004.

(25)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 25 to Schedule 14D-9 filed with the SEC May 20, 2004.

(26)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 26 to Schedule 14D-9 filed with the SEC May 27, 2004.

(27)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 27 to Schedule 14D-9 filed with the SEC June 14, 2004.

(28)		Previously filed as an exhibit to PeopleSoft’s Amendment No. 28 to Schedule 14D-9 filed with the SEC June 16, 2004.