SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

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

(Amendment No. 12)

PEOPLESOFT, INC.

(Name of Subject Company)

PEOPLESOFT, INC.

(Name of Person Filing Statement)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

712713106

(CUSIP Number of Class of Securities)

Craig Conway
President and Chief Executive Officer
PeopleSoft, Inc.
4460 Hacienda Drive, Pleasanton, California 94588-8618
(925) 225-3000

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

Notice and Communications on Behalf of the Person Filing Statement)

COPIES TO:

Douglas D. Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
San Francisco, California 94104
(415) 393-8200

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

1

Purpose of Amendment

          The purpose of this amendment is to amend and supplement Item 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by PeopleSoft, Inc. (the “Company”) on June 11, 2003 and subsequently amended, and to add additional exhibits to Item 9 and amend the exhibit index accordingly.

Item 8. Additional Information

          Item 8 is hereby amended and supplemented as follows:

Extension of Customer Assurance Program

          On November 17, 2003, the Company determined to provide the Customer Assurance Program until December 31, 2003 and on November 18, 2000 approved the terms of the Customer Assurance Program available until December 31, 2003. Those terms are attached as exhibit (e)(10).

European Antitrust Review

          On November 17, 2003, the European Commission announced it will conduct a second phase review of Oracle’s proposed hostile takeover of PeopleSoft. The European Commission has four months to complete its in-depth investigation and make a decision regarding whether it will challenge the proposed transaction. On November 17, 2003, PeopleSoft issued a press release responding to the European Commission’s announcement, a copy of which is attached as exhibit (a)(57) and is incorporated by this reference.

Item 9. Materials to Be Filed as Exhibits

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda

2

Exhibit No.	Document
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(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)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)

3

Exhibit No.	Document
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures
†††††(a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003
††††††(a)(56)	Order entered by the Superior Court of California, County of Alameda
(a)(57)	Press release issued by PeopleSoft on November 17, 2003
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
†††††(e)(6)	Terms of Customer Assurance Program (replaced)
††††††(e)(6)(i)	Terms of Customer Assurance Program (replacement version) +
††††††(e)(7)	Form of letter sent to customers
††††††(e)(8)	Terms of Customer Assurance Program

4

Exhibit No.	Document
††††††(e)(9)	Amendment No. 1 to the Bylaws of PeopleSoft
(e)(10)	Terms of Customer Assurance Program (extension term)

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
†††††	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.
††††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 4, 2003.

5

SIGNATURE

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

	PEOPLESOFT, INC.
By:	/s/ KEVIN T. PARKER
	Kevin T. Parker
	Executive Vice President
	Finance and Administration,
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: November 18, 2003

6

Exhibit No.	Document
*(a)(1)	Press release issued by PeopleSoft on June 12, 2003
*(a)(2)	Press release issued by PeopleSoft on June 6, 2003 (incorporated by reference to PeopleSoft’s Schedule 14D-9C filed with the SEC on June 7, 2003)
**(a)(3)	Letter, dated June 13, 2003, to PeopleSoft’s stockholders
***(a)(4)	Letter to customers issued June 16, 2003 (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
***(a)(5)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 17, 2003 425 filing)
****(a)(6)	Press release issued by CRN (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(7)	Press release issued by CNET News.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(8)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s June 13, 2003 425 filing)
****(a)(9)	Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
****(a)(10)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 16, 2003 425 filing)
****(a)(11)	Press release issued by ComputerWeekly.com (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(12)	Press release issued by The Motley Fool (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(13)	Press release issued by the Higher Education User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(14)	Text of information posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(15)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s June 18, 2003 425 filing)
****(a)(16)	Press release issued by the Distributors & Manufacturers’ User Group (incorporated by reference to PeopleSoft’s June 19, 2003 425 filing)
****(a)(17)	Press release issued by the Connecticut Attorney General’s Office
****(a)(18)	Press release issued by PeopleSoft on June 20, 2003
*****(a)(19)	Investor presentation materials (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(20)	Letter to PeopleSoft employees (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(21)	Press release issued by eWeek (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(22)	Press release issued by the Healthcare Industry User Group (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(a)(23)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(24)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)
*****(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)
*****(a)(26)	Press release issued by Quest (incorporated by reference to PeopleSoft’s June 24, 2003 425 filing)

7

Exhibit No.	Document
*****(a)(27)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(28)	Transcript of TriNet webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(29)	Transcript of CNBC webcast posted on PeopleSoft’s website (incorporated by reference to PeopleSoft’s June 25, 2003 425 filing)
*****(a)(30)	Press release issued by the International Customer Advisory Board (incorporated by reference to PeopleSoft’s June 23, 2003 425 filing)
*****(a)(31)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(32)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 1, 2003 425 filing)
*****(a)(33)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(34)	Transcript of conference call held by PeopleSoft (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
*****(a)(35)	Advertisement placed by PeopleSoft on July 2, 2003 (incorporated by reference to PeopleSoft’s July 2, 2003 425 filing)
†(a)(36)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 7, 2003 425 filing)
†(a)(37)	Press release issued by InformationWeek (incorporated by reference to PeopleSoft’s July 8, 2003 425 filing)
†(a)(38)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 14, 2003 425 filing)
†(a)(39)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(40)	Press release issued by CRMDaily.com (incorporated by reference to PeopleSoft’s July 16, 2003 425 filing)
†(a)(41)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 18, 2003 425 filing)
†(a)(42)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 22, 2003 425 filing)
†(a)(43)	Advertisement placed by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
†(a)(44)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 24, 2003 425 filing)
††(a)(45)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s July 28, 2003 425 filing)
††(a)(46)	Press release issued by International Customer Advisory Board and Quest (incorporated by reference to PeopleSoft’s July 29, 2003 425 filing)
††(a)(47)	Press release issued by PeopleSoft (incorporated by reference to PeopleSoft’s August 13, 2003 425 filing)
††(a)(48)	Redacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(49)	Press release issued by PeopleSoft on August 29, 2003
††††(a)(50)	Press release issued by PeopleSoft on September 4, 2003
††††(a)(51)	Unredacted version of First Amended Complaint filed by PeopleSoft in the Superior Court of the State of California, County of Alameda
††††(a)(52)	Transcript of PeopleSoft Analyst Day conference held by PeopleSoft on September 4, 2003
††††(a)(53)	PeopleSoft Analyst Day Power Point presentation materials
††††(a)(54)	PeopleSoft Analyst Day reconciliation of Non-GAAP to GAAP financial measures

8

Exhibit No.	Document
††††† (a)(55)	Excerpts from transcript of conference call held by PeopleSoft on October 23, 2003
††††††(a)(56)	Order entered by the Superior Court of California, County of Alameda
(a)(57)	Press release issued by PeopleSoft on November 17, 2003
*(e)(1)	Excerpts from PeopleSoft’s Definitive Proxy Statement dated April 28, 2003 relating to the 2003 Annual Meeting of Stockholders
*(e)(2)	Employment Agreement, dated May 10, 1999, by and between Craig Conway and PeopleSoft, Inc., (incorporated by reference to Exhibit 10.47 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 1999)
*(e)(3)	Employment Contract, dated as of January 1, 2000, with addendums thereto dated as of January 1, 2000, and January 1, 2001, by and between Guy Dubois and PeopleSoft France S.A. (incorporated by reference to Exhibit 10.45 filed with PeopleSoft’s Annual Report on Form 10-K for the year ended December 31, 2001)
†††(e)(4)	Executive Severance Policy – Executive Vice Presidents, effective as of January 1, 2003
†††(e)(5)	Executive Severance Policy – Senior Vice Presidents, effective as of January 1, 2003
†††††(e)(6)	Terms of Customer Assurance Program (revised)
††††††(e)(6)(i)	Terms of Customer Assurance Program (replacement version) +
††††††(e)(7)	Form of letter sent to customers
††††††(e)(8)	Terms of Customer Assurance Program
††††††(e)(9)	Amendment No. 1 to the Bylaws of PeopleSoft
(e)(10)	Terms of Customer Assurance Program (extension term)

*	Previously filed as an exhibit to PeopleSoft’s Schedule 14D-9 filed with the SEC June 12, 2003.
**	Previously filed as an exhibit to PeopleSoft’s Amendment No. 1 to Schedule 14D-9 filed with the SEC June 13, 2003.
***	Previously filed as an exhibit to PeopleSoft’s Amendment No. 2 to Schedule 14D-9 filed with the SEC June 17, 2003.
****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 3 to Schedule 14D-9 filed with the SEC June 20, 2003.
*****	Previously filed as an exhibit to PeopleSoft’s Amendment No. 4 to Schedule 14D-9 filed with the SEC July 3, 2003.
†	Previously filed as an exhibit to PeopleSoft’s Amendment No. 5 to Schedule 14D-9 filed with the SEC July 25, 2003.
††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 6 to Schedule 14D-9 filed with the SEC August 14, 2003.
†††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 7 to Schedule 14D-9 filed with the SEC August 22, 2003.
††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 8 to Schedule 14D-9 filed with the SEC September 11, 2003.
†††††	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.
††††††	Previously filed as an exhibit to PeopleSoft’s Amendment No. 11 to Schedule 14D-9 filed with the SEC November 4, 2003.

9 EX-99.(A)(57) 3 f92476b3exv99wxayx57y.htm EXHIBIT (A)(57)

exhibit (a)(57)

PEOPLESOFT COMMENTS ON EUROPEAN COMMISSION DECISION
FOR SECOND-PHASE REVIEW OF ORACLE UNSOLICITED TENDER OFFER

PLEASANTON, Calif., - November 17, 2003 - PeopleSoft, Inc. (Nasdaq: PSFT) today responded to the announcement that the European Commission has proceeded to a second-phase review of Oracle Corp.’s (Nasdaq:ORCL) unsolicited tender offer for PeopleSoft:

The European Commission’s decision reflects what we believe is the Commission’s concern about the anticompetitive impact of Oracle’s unsolicited tender offer on the industry. In addition to the European Commission’s review, Oracle’s unsolicited tender offer continues to be the subject of ongoing reviews by the U.S. Department of Justice and a task force of state attorneys general.

PeopleSoft’s Board has said that the proposed combination of PeopleSoft and Oracle faces substantial regulatory delays and a significant likelihood that it would be prohibited.

Additionally, the Board has stated that the unsolicited tender offer is not in the best interest of stockholders and undervalues the company.

About PeopleSoft

PeopleSoft (Nasdaq: PSFT) is the world’s second largest provider of enterprise application software with 12,000 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com.

###

Additional Information

PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 and amendments thereto regarding Oracle’s tender offer. Stockholders should read these documents, which can be obtained without charge at www.sec.gov and at www.peoplesoft.com, because they contain important information.

Forward-Looking Statements

This release may contain forward-looking statements, which reflect PeopleSoft’s current beliefs based on information currently available to PeopleSoft. These statements are only predictions and actual results may differ materially. For a more detailed discussion regarding risks that may affect PeopleSoft generally, see PeopleSoft’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them.

10 EX-99.(E)(10) 4 f92476b3exv99wxeyx10y.txt EXHIBIT (E)(10) EXHIBIT (e)(10) 1. CUSTOMER ASSURANCE PROGRAM. 1.1 PeopleSoft or the Acquiring Entity (defined below) agrees to pay to Licensee: (a) the Total Fees set forth in the table in this Schedule and paid to PeopleSoft, minus any fees included on the Schedule for installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER HERE] ("Payment") if: (i) on or before two (2) years from the Schedule Effective Date, PeopleSoft, Inc. is Acquired (hereinafter, the "Acquisition"); and (ii) on or before four (4) years from the Schedule Effective Date, the entity that results from an Acquisition ("Acquiring Entity"): (a) discontinues or materially reduces Support Services for the Supportable Module(s) before the end of the Applicable Support Term, or (b) discontinues licensing the Supportable Module(s) to prospective or existing licensees of PeopleSoft, or (c) discontinues providing Updates for the Supportable Module(s), and (iii) Licensee requests the Payment in writing from PeopleSoft or the Acquiring Entity on or before June 30, 2008, and (iv) Licensee is at the time the Payment is requested, and has been, a continuous, compliant subscriber to Support Services and no monies are owed under its agreements with PeopleSoft as of the date Payment is requested. 1.2 Notwithstanding the foregoing, either PeopleSoft or an Acquiring Entity may discontinue licensing one or more specific Supportable Modules or providing Updates in relation thereto, if: (i) the Supportable Module does not operate substantially as warranted, or (ii) third party technology required for the operation or use of the Supportable Module is no longer commercially available. In no event does this relieve PeopleSoft or an Acquiring Entity from providing Support Services for the Supportable Module(s) licensed on this Schedule for the duration of the Applicable Support Term. 1.3 The Payment described in this Section is Licensee's sole and exclusive remedy for any liability of PeopleSoft or its affiliates or the Acquiring Entity arising out of or related to the events described in 1.1 (i) and (ii) above and will be reduced by any other amounts or damages Licensee seeks or recovers from PeopleSoft or the Acquiring Entity in relation to this Schedule or the events described in 1.1 (i) and (ii) above. 1.4 This Section will be effective only if this Schedule is executed by both parties on or before the earlier of the following dates: (i) the expiration date defined in Section __ of this Schedule; (ii) the expiration or withdrawal of the Oracle tender offer, or (iii) December 31, 2003. If the Schedule is not executed by such date, the offer set forth in this term is rescinded, all terms are null and void, and neither party shall have any obligation in relation thereto. 1.5 For purposes of this Section only, the following terms are defined as set forth below. (i) "Acquired" 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 PeopleSoft, Inc. representing fifty-one percent (51%) or more of the total voting power represented by PeopleSoft's then outstanding voting securities, or (b) The consummation of a merger or consolidation of PeopleSoft, Inc. with any other corporation, other than a merger or consolidation which would result in the voting securities of PeopleSoft, Inc. 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 PeopleSoft, Inc. or such surviving entity outstanding immediately after such merger or consolidation, or (c) The consummation of the sale or disposition by PeopleSoft, Inc. of all or substantially all of PeopleSoft, Inc.'s assets. (ii) "Applicable Support Term" means the period that PeopleSoft offers to provide Support Services (generally four (4) years) for the Supportable Modules. (iii) "Supportable Module(s)" means the module(s) developed by PeopleSoft using its underlying application development platform PeopleTools, which is licensed on this Schedule for the database(s) indicated on the Schedule. (iv) "Support Services" means the package of services offered by PeopleSoft and paid for by Licensee and which are designed to support the Supportable Modules, and the standard terms and conditions thereto, in effect during the ninety (90) day period immediately preceding an Acquisition. (v) "Updates" means subsequent releases of the Software and Documentation which are a) generally made available as part of Support Services to licensees of the Supportable Modules running the same database platform, operating system and hardware as Licensee, and b) substantially similar in frequency and quality when compared overall to the frequency and quality of updates that PeopleSoft delivered for the Software Modules in the most recent major release cycle completed prior to the Acquisition. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(57)

Exhibit (A)(57)

EX-99.(E)(10)

                                                                 EXHIBIT (e)(10)

      1.    CUSTOMER ASSURANCE PROGRAM.

      1.1 PeopleSoft or the Acquiring Entity (defined below) agrees to pay to
      Licensee: (a) the Total Fees set forth in the table in this Schedule and
      paid to PeopleSoft, minus any fees included on the Schedule for
      installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER
      HERE] ("Payment") if:

            (i)   on or before two (2) years from the Schedule Effective Date,
                  PeopleSoft, Inc. is Acquired (hereinafter, the "Acquisition");
                  and

            (ii)  on or before four (4) years from the Schedule Effective Date,
                  the entity that results from an Acquisition ("Acquiring
                  Entity"):

                  (a)   discontinues or materially reduces Support Services for
                        the Supportable Module(s) before the end of the
                        Applicable Support Term, or

                  (b)   discontinues licensing the Supportable Module(s) to
                        prospective or existing licensees of PeopleSoft, or

                  (c)   discontinues providing Updates for the Supportable
                        Module(s), and

            (iii) Licensee requests the Payment in writing from PeopleSoft or
                  the Acquiring Entity on or before June 30, 2008, and

            (iv)  Licensee is at the time the Payment is requested, and has
                  been, a continuous, compliant subscriber to Support Services
                  and no monies are owed under its agreements with PeopleSoft as
                  of the date Payment is requested.

      1.2 Notwithstanding the foregoing, either PeopleSoft or an Acquiring
      Entity may discontinue licensing one or more specific Supportable Modules
      or providing Updates in relation thereto, if:

            (i)   the Supportable Module does not operate substantially as
                  warranted, or

            (ii)  third party technology required for the operation or use of
                  the Supportable Module is no longer commercially available.

      In no event does this relieve PeopleSoft or an Acquiring Entity from
      providing Support Services for the Supportable Module(s) licensed on this
      Schedule for the duration of the Applicable Support Term.

      1.3 The Payment described in this Section is Licensee's sole and exclusive
      remedy for any liability of PeopleSoft or its affiliates or the Acquiring
      Entity arising out of or related to the events described in 1.1 (i) and
      (ii) above and will be reduced by any other amounts or damages Licensee
      seeks or recovers from PeopleSoft or the Acquiring Entity in relation to
      this Schedule or the events described in 1.1 (i) and (ii) above.

      1.4 This Section will be effective only if this Schedule is executed by
      both parties on or before the earlier of the following dates: (i) the
      expiration date defined in Section __ of this Schedule; (ii) the
      expiration or withdrawal of the Oracle tender offer, or (iii) December 31,
      2003. If the Schedule is not executed by such date, the offer set forth in
      this term is rescinded, all terms are null and void, and neither party
      shall have any obligation in relation thereto.




      1.5 For purposes of this Section only, the following terms are defined as
      set forth below.

            (i)   "Acquired" 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 PeopleSoft, Inc. representing fifty-one
                        percent (51%) or more of the total voting power
                        represented by PeopleSoft's then outstanding voting
                        securities, or

                  (b)   The consummation of a merger or consolidation of
                        PeopleSoft, Inc. with any other corporation, other than
                        a merger or consolidation which would result in the
                        voting securities of PeopleSoft, Inc. 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 PeopleSoft, Inc.
                        or such surviving entity outstanding immediately after
                        such merger or consolidation, or

                  (c)   The consummation of the sale or disposition by
                        PeopleSoft, Inc. of all or substantially all of
                        PeopleSoft, Inc.'s assets.

            (ii)  "Applicable Support Term" means the period that PeopleSoft
                  offers to provide Support Services (generally four (4) years)
                  for the Supportable Modules.

            (iii) "Supportable Module(s)" means the module(s) developed by
                  PeopleSoft using its underlying application development
                  platform PeopleTools, which is licensed on this Schedule for
                  the database(s) indicated on the Schedule.

            (iv)  "Support Services" means the package of services offered by
                  PeopleSoft and paid for by Licensee and which are designed to
                  support the Supportable Modules, and the standard terms and
                  conditions thereto, in effect during the ninety (90) day
                  period immediately preceding an Acquisition.

            (v)   "Updates" means subsequent releases of the Software and
                  Documentation which are a) generally made available as part of
                  Support Services to licensees of the Supportable Modules
                  running the same database platform, operating system and
                  hardware as Licensee, and b) substantially similar in
                  frequency and quality when compared overall to the frequency
                  and quality of updates that PeopleSoft delivered for the
                  Software Modules in the most recent major release cycle
                  completed prior to the Acquisition.