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Peerless Names Richard Roll as President and Chief Executive Officer

Tuesday, December 19, 2006

Press release from the issuing company

EL SEGUNDO, Calif., December 18, 2006 - Peerless Systems Corporation (Nasdaq: PRLS), a provider of advanced imaging and networking technologies and components to the digital document market, today announced that the Company’s board of directors has appointed Richard L. Roll as president and chief executive officer, effective immediately. Roll, 57, assumes the position from Howard Nellor, who will remain a member of the board of directors and has entered into an 18-month consulting arrangement with the Company. Roll joins Peerless with more than 35 years of management experience, including nearly a decade at the president and chief executive levels. His background in the imaging industry includes four years with Hitachi Koki Imaging Solutions, Inc., (HKIS) formerly Dataproducts Corporation. Roll, who was president and CEO of HKIS from 1998 to 1999, successfully transitioned what was an approximately $250 million divisional printer manufacturer into a worldwide imaging solutions company with an expansive network of distribution channels. Under his direction, HKIS’s bottom-line improved significantly through the establishment of new revenue streams. In addition, Roll oversaw a substantial reduction in the company’s product development cycles. Roll also has deep experience in the specialty software industry. From 2003 to 2005, he was CEO of FieldCentrix Inc., an enterprise software company focused on field-service automation solutions. From 1999 to 2001, he was president and chief operating officer of publicly-traded, Epicor Software Corporation, an approximately $220 million enterprise software business that Roll helped transition to profitability. In his final year with Epicor, it received Microsoft’s ERP Company of the Year award. “Rick is a proven leader, and his background in both the imaging and specialty software industries will be of great benefit to both Peerless and its customers,” Nellor said. “He has led multiple companies through significant increases in market share and profitability, and I believe he is ideally suited to help Peerless capitalize on the many growth opportunities that lie ahead. I look forward to working with him in my continuing capacity as a director and consultant as we pursue the next stage in our corporate development.” Roll said, “Peerless has built a robust technology portfolio and enjoys strong working relationships with some of the world’s leading manufacturers of printers and MFPs. I look forward to working with the board and the entire Peerless team to more deeply penetrate the digital imaging space and capitalize on the company’s core strengths and visions for the future.” Roll’s experience also includes more than 20 years with Unisys Corporation, where his positions included group vice president, vice president and various sales and marketing management assignments. He holds a bachelor of science degree from the University of Arizona, and completed the Wharton Business School’s Executive Training program in conjunction with Unisys. In connection with his appointment, Roll was granted on December 15, 2006 a time-vested option to purchase 600,000 shares of Peerless’ common stock and a price-contingent option to purchase 400,000 shares. These inducement awards will be granted without stockholder approval pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv). The time-vested stock option will vest over a four-year period, with 25 percent vesting on the first anniversary of employment, and with the remainder vesting monthly in equal installments over the subsequent 36 months, subject to Roll's continued employment with Peerless. The time-vested stock option will vest in full if Roll is terminated by Peerless without cause within 18 months following a change in control. If Roll is terminated due to death or disability, or without cause, the vested portion of the time-vested stock option will be exercisable for one year after termination, and if Roll's termination is with cause, or by Roll for any reason, the vested portion of the time-vested stock option will be exercisable for 90 days. Portions of the price-contingent stock option will vest upon the achievement of specific price hurdles. A price hurdle is deemed to have been achieved when the closing price of Peerless' common stock is at or above the price hurdle for 90 consecutive trading days, or in the event of a change in control, if the price per share realized by Peerless' stockholders is at or above the price hurdle. 200,000 shares will vest at $10.00, and an additional 200,000 shares will vest at $14.00. Roll has five years to achieve the price hurdles and any options earned will have a seven-year life from the grant date. If Roll does not achieve a price hurdle during the five years, shares relating to that price hurdle will be forfeited. If Roll's employment is terminated, the price-contingent stock option will be exercisable for the same period of time as the time-vested stock option, except that the price-contingent stock option will vest only if the price hurdle had been achieved at the termination date.




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