<PAGE>
                                                                   EXHIBIT 10.10


                               PEOPLESUPPORT, INC.

                        2004 EMPLOYEE STOCK PURCHASE PLAN



                     (Adopted by the Board on July 21, 2004)
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
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<S>           <C>                                                           <C>
SECTION 1     Purpose Of The Plan.........................................     1

Section 2     Definitions.................................................     1
        (a)   "Accumulation Period".......................................     1
        (b)   "Board".....................................................     1
        (c)   "Code"......................................................     1
        (d)   "Committee".................................................     1
        (e)   "Company"...................................................     1
        (f)   "Compensation"..............................................     1
        (g)   "Corporate Reorganization"..................................     1
        (h)   "Eligible Employee".........................................     2
        (i)   "Fair Market Value".........................................     2
        (j)   "IPO".......................................................     2
        (k)   "Offering Period"...........................................     2
        (l)   "Participant"...............................................     2
        (m)   "Participating Company".....................................     2
        (n)   "Plan"......................................................     3
        (o)   "Plan Account"..............................................     3
        (p)   "Purchase Price"............................................     3
        (q)   "Stock".....................................................     3
        (r)   "Subsidiary"................................................     3

Section 3     Administration Of The Plan..................................     3
        (a)   Committee Composition.......................................     3
        (b)   Committee Responsibilities..................................     3

Section 4     Enrollment And Participation................................     3
        (a)   Offering Periods............................................     3
        (b)   Accumulation Periods........................................     3
        (c)   Enrollment..................................................     4
        (d)   Duration of Participation...................................     4
        (e)   Applicable Offering Period..................................     4

Section 5     Employee Contributions......................................     4
        (a)   Frequency of Payroll Deductions.............................     4
        (b)   Amount of Payroll Deductions................................     5
        (c)   Changing Withholding Rate...................................     5
        (d)   Discontinuing Payroll Deductions............................     5
        (e)   Limit on Number of Elections................................     5

Section 6     Withdrawal From The Plan....................................     5
        (a)   Withdrawal..................................................     5
        (b)   Re-enrollment After Withdrawal..............................     5
</TABLE>

                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


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<TABLE>
<S>           <C>                                                           <C>
Section 7     Change In Employment Status.................................     6
        (a)   Termination of Employment...................................     6
        (b)   Leave of Absence............................................     6
        (c)   Death.......................................................     6

Section 8     Plan Accounts And Purchase Of Shares........................     6
        (a)   Plan Accounts...............................................     6
        (b)   Purchase Price..............................................     6
        (c)   Number of Shares Purchased..................................     6
        (d)   Available Shares Insufficient...............................     7
        (e)   Issuance of Stock...........................................     7
        (f)   Unused Cash Balances........................................     7
        (g)   Stockholder Approval........................................     7

Section 9     Limitations On Stock Ownership..............................     7
        (a)   Five Percent Limit..........................................     7
        (b)   Dollar Limit................................................     8

Section 10    Rights Not Transferable.....................................     8

Section 11    No Rights As An Employee....................................     9

Section 12    No Rights As A Stockholder..................................     9

Section 13    Securities Law Requirements.................................     9

Section 14    Stock Offered Under The Plan................................     9
        (a)   Authorized Shares...........................................     9
        (b)   Antidilution Adjustments....................................     9
        (c)   Reorganizations.............................................    10

Section 15    Amendment Or Discontinuance.................................    10

Section 16    Execution...................................................    10
</TABLE>

                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


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<PAGE>
                               PEOPLESUPPORT, INC.

                        2004 EMPLOYEE STOCK PURCHASE PLAN

Section 1 Purpose Of The Plan.

      The Plan (as hereinafter defined) was adopted by the Board (as hereinafter
defined) on July 21, 2004 effective as of the date of the IPO (as hereinafter
defined). The purpose of the Plan is to provide Eligible Employees (as
hereinafter defined) with an opportunity to increase their proprietary interest
in the success of the Company by purchasing Stock (as hereinafter defined) from
the Company (as hereinafter defined) on favorable terms and to pay for such
purchases through payroll deductions. The Plan is intended to qualify under
section 423 of the Code (as hereinafter defined).

Section 2 Definitions.

      (a) "Accumulation Period" means an approximately six-month period during
which contributions may be made toward the purchase of Stock under the Plan, as
determined pursuant to Section 4(b), or such other period as the Committee may
determine in its sole discretion.

      (b) "Board" means the Board of Directors of the Company, as constituted
from time to time.

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

      (d) "Committee" means a the Compensation Committee of the Board, as
described in Section 3.

      (e) "Company" means PeopleSupport, Inc., a Delaware corporation.

      (f) "Compensation" means (i) the compensation paid in cash to a
Participant by a Participating Company, including salaries, wages, incentive
compensation, bonuses, overtime pay and shift premiums, plus (ii) any pre-tax
contributions made by the Participant under section 401(k) or 125 of the Code.
"Compensation" shall exclude all non-cash items, commissions, moving or
relocation allowances, cost-of-living equalization payments, car allowances,
tuition reimbursements, imputed income attributable to cars or life insurance,
severance pay, fringe benefits, contributions or benefits received under
employee benefit plans, income attributable to the exercise of stock options,
and similar items. The Committee shall determine whether a particular item is
included in Compensation.

      (g) "Corporate Reorganization" means:

            (i) The consummation of a merger or consolidation of the Company
      with or into another entity or any other corporate reorganization in which
      the Company's stockholders immediately prior thereto own less than 50% of
      the voting securities of the Company (or its successor or parent)
      immediately thereafter; or


                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


                                      -1-
<PAGE>
            (ii) The sale, transfer or other disposition of all or substantially
      all of the Company's assets or the complete liquidation or dissolution of
      the Company.

      (h) "Eligible Employee" means any employee of a Participating Company
whose customary employment is for more than five months per calendar year and
for more than 20 hours per week.

      The foregoing notwithstanding, an individual shall not be considered an
Eligible Employee if his or her participation in the Plan is prohibited by the
law of any country which has jurisdiction over him or her or if he or she is
subject to a collective bargaining agreement that does not provide for
participation in the Plan.

      (i) "Fair Market Value" means the market price of Stock, determined by the
Committee as follows:

            (i) If Stock was traded on a stock exchange on the date in question,
      then the Fair Market Value shall be equal to the closing price reported by
      the applicable composite transactions report for such date;

            (ii) If Stock was traded on The Nasdaq National Market on the date
      in question, then the Fair Market Value shall be equal to the
      last-transaction price quoted for such date by The Nasdaq National Market;
      or

            (iii) If none of the foregoing provisions is applicable, then the
      Fair Market Value shall be determined by the Committee in good faith on
      such basis as it deems appropriate.

      Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Wall Street Journal or as reported
directly to the Company by a stock exchange or The Nasdaq National Market. Such
determination shall be conclusive and binding on all persons.

      (j) "IPO" means the initial offering of Stock to the public pursuant to a
registration statement filed by the Company with the Securities and Exchange
Commission.

      (k) "Offering Period" means an approximately 24-month period with respect
to which the right to purchase Stock may be granted under the Plan, as
determined pursuant to Section 4(a), or such other period as the Committee may
determine in its sole discretion.

      (l) "Participant" means an Eligible Employee who elects to participate in
the Plan, as provided in Section 4(c).

      (m) "Participating Company" means (i) the Company and (ii) each present or
future Subsidiary designated by the Committee as a Participating Company.



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                        2004 EMPLOYEE STOCK PURCHASE PLAN


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      (n) "Plan" means this PeopleSupport, Inc. 2004 Employee Stock Purchase
Plan, as it may be amended from time to time.

      (o) "Plan Account" means the account established for each Participant
pursuant to Section 8(a).

      (p) "Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 8(b).

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

      (r) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

Section 3   Administration Of The Plan.

      (a) Committee Composition. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of one or more directors of
the Company, who shall be appointed by the Board.

      (b) Committee Responsibilities. The Committee shall interpret the Plan and
make all other policy decisions relating to the operation of the Plan. The
Committee may adopt such rules, guidelines and forms as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

Section 4   Enrollment And Participation.

      (a) Offering Periods. While the Plan is in effect, two Offering Periods
shall commence in each calendar year. The Offering Periods shall consist of
24-month periods, unless otherwise determined by the Committee, commencing on
May 1st and November 1st of each year, except that the first Offering Period
shall commence on the date of the IPO and end on October 31, 2006, unless
otherwise determined by the Committee. The next Offering Period shall commence
on May 1, 2005 and will end on April 30, 2007. Employees may participate in only
one Offering Period at a time.

      (b) Accumulation Periods. While the Plan is in effect, two Accumulation
Periods shall commence in each calendar year. The Accumulation Periods shall
consist of the six-month periods commencing on May 1st and November 1st, except
that the first Accumulation Period shall commence on the date of the IPO and end
on April 30, 2005, unless otherwise determined by the Committee.


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                        2004 EMPLOYEE STOCK PURCHASE PLAN


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<PAGE>
      (c) Enrollment. Any individual who, on the day preceding the first day of
an Offering Period (other than the initial Offering Period), qualifies as an
Eligible Employee may elect to become a Participant in the Plan for such
Offering Period by executing the enrollment form prescribed for this purpose by
the Committee. The enrollment form shall be filed with the Company at the
prescribed location not later than 15 days prior to the commencement of such
Offering Period. All Eligible Employees shall be automatically enrolled in the
initial Offering Period under the Plan.

      (d) Duration of Participation. Once enrolled in the Plan, a Participant
shall continue to participate in the Plan until he or she ceases to be an
Eligible Employee, withdraws from the Plan under Section 6(a) or reaches the end
of the Offering Period in which his or her employee contributions were
discontinued under Section 5(d) or Section 9(b). A Participant who discontinued
employee contributions under Section 5(d) or withdrew from the Plan under
Section 6(a) may again become a Participant, if he or she then is an Eligible
Employee, by following the procedure described in Subsection (c) above. A
Participant whose employee contributions were discontinued automatically under
Section 9(b) shall automatically resume participation at the beginning of the
earliest Accumulation Period ending in the next calendar year, if he or she then
is an Eligible Employee.

      (e) Applicable Offering Period. For purposes of calculating the purchase
price under Section 8(b), the applicable Offering Period shall be determined as
follows:

            (i) Once a Participant is enrolled in the Plan for an Offering
      Period, such Offering Period shall continue to apply to him or her until
      the earliest of: (A) the end of such Offering Period; (B) the end of his
      or her participation under Subsection (d) above; and (C) re-enrollment in
      a subsequent Offering Period under Paragraph (ii) below.

            (ii) In the event that the Fair Market Value of Stock on the first
      trading day of the Offering Period in which the Participant is enrolled is
      higher than on the first trading day of any subsequent Offering Period,
      the Participant shall automatically be re-enrolled for such subsequent
      Offering Period.

            (iii) When a Participant reaches the end of an Offering Period but
      his or her participation is to continue, then such Participant shall
      automatically be re-enrolled for the Offering Period that commences
      immediately after the end of the prior Offering Period.

Section 5 Employee Contributions.

      (a) Frequency of Payroll Deductions. A Participant may purchase shares of
Stock under the Plan solely by means of payroll deductions; provided, however,
that in the initial Accumulation Period, Participants may also purchase shares
of Stock by making a lump sum cash payment at the end of the Accumulation
Period. Payroll deductions, as designated by the


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                        2004 EMPLOYEE STOCK PURCHASE PLAN


                                      -4-
<PAGE>
Participant pursuant to Subsection (b) below, shall occur on each payday during
participation in the Plan.

      (b) Amount of Payroll Deductions. An Eligible Employee shall designate on
the enrollment form the portion of his or her Compensation that he or she elects
to have withheld for the purchase of Stock. Such portion shall be a whole
percentage of the Eligible Employee's Compensation, but not less than 1% nor
more than 15%. During the initial Accumulation Period, no payroll deduction will
be made unless a Participant timely files the proper form with the Company after
a registration statement covering the Stock is filed and effective under the
Securities Act of 1933, as amended.

      (c) Changing Withholding Rate. If a Participant wishes to change the rate
of payroll withholding, he or she may do so by filing a new enrollment form with
the Company at the prescribed location at any time. The new withholding rate
shall be effective as soon as reasonably practicable after such form has been
received by the Company. The new withholding rate shall be a whole percentage of
the Eligible Employee's Compensation, but not less than 1% nor more than 15%.

      (d) Discontinuing Payroll Deductions. If a Participant wishes to
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time. Payroll
withholding shall cease as soon as reasonably practicable after such form has
been received by the Company. In addition, employee contributions may be
discontinued automatically pursuant to Section 9(b). A Participant who has
discontinued employee contributions may resume such contributions by filing a
new enrollment form with the Company at the prescribed location. Payroll
withholding shall resume as soon as reasonably practicable after such form has
been received by the Company.

      (e) Limit on Number of Elections. The Committee may limit the number of
elections that a Participant may make under Subsection (c) or (d) above during
any Accumulation Period.

Section 6 Withdrawal From The Plan.

      (a) Withdrawal. A Participant may elect to withdraw from the Plan by
filing the prescribed form with the Company at the prescribed location at any
time before the last day of an Accumulation Period. In addition, in the initial
Accumulation Period, Participants may be deemed to withdraw from the Plan by
declining or failing to remit timely payment to the Company for the shares of
Stock. As soon as reasonably practicable thereafter, payroll deductions shall
cease and the entire amount credited to the Participant's Plan Account shall be
refunded to him or her in cash, without interest. No partial withdrawals shall
be permitted.

      (b) Re-enrollment After Withdrawal. A former Participant who has withdrawn
from the Plan shall not be a Participant until he or she re-enrolls in the Plan
under Section 4(c). Re-enrollment may be effective only at the commencement of
an Offering Period.


                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


                                      -5-
<PAGE>
Section 7 Change In Employment Status.

      (a) Termination of Employment. Termination of employment as an Eligible
Employee for any reason, including death, shall be treated as an automatic
withdrawal from the Plan under Section 6(a). A transfer from one Participating
Company to another shall not be treated as a termination of employment.

      (b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by the Company
in writing. Employment, however, shall be deemed to terminate 90 days after the
Participant goes on a leave, unless a contract or statute guarantees his or her
right to return to work. Employment shall be deemed to terminate in any event
when the approved leave ends, unless the Participant immediately returns to
work.

      (c) Death. In the event of the Participant's death, the amount credited to
his or her Plan Account shall be paid to a beneficiary designated by him or her
for this purpose on the prescribed form or, if none, to the Participant's
estate. Such form shall be valid only if it was filed with the Company at the
prescribed location before the Participant's death.

Section 8 Plan Accounts And Purchase Of Shares.

      (a) Plan Accounts. The Company shall maintain a Plan Account on its books
in the name of each Participant. Whenever an amount is deducted from the
Participant's Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. Amounts credited to Plan Accounts shall not be trust
funds and may be commingled with the Company's general assets and applied to
general corporate purposes. No interest shall be credited to Plan Accounts.

      (b) Purchase Price. The Purchase Price for each share of Stock purchased
at the close of an Accumulation Period shall be the lower of:

            (i) 85% of the Fair Market Value of such share on the last trading
      day in such Accumulation Period; or

            (ii) 85% of the Fair Market Value of such share on the first trading
      day of the applicable Offering Period (as determined under Section 4(e))
      or, in the case of the first Offering Period under the Plan, 85% of the
      price at which one share of Stock is offered to the public in the IPO.

      (c) Number of Shares Purchased. As of the last day of each Accumulation
Period, each Participant shall be deemed to have elected to purchase the number
of shares of Stock calculated in accordance with this Subsection (c), unless the
Participant has previously elected to withdraw from the Plan in accordance with
Section 6(a). The amount then in the Participant's Plan Account shall be divided
by the Purchase Price, and the number of shares that results shall be purchased
from the Company with the funds in the Participant's Plan Account. The foregoing


                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


                                      -6-
<PAGE>
notwithstanding, no Participant shall purchase more than 1,000 shares of Stock
with respect to any Accumulation Period nor more than the amounts of Stock set
forth in Section 9(b) and Section 14(a). Any fractional share, as calculated
under this Subsection (c), shall be rounded down to the next lower whole share.
For each Accumulation Period, the Committee shall have the authority to
establish additional limits on the number of shares purchasable by each
Participant or by all Participants in the aggregate.

      (d) Available Shares Insufficient. In the event that the aggregate number
of shares that all Participants elect to purchase during an Accumulation Period
exceeds the maximum number of shares remaining available for issuance under
Section 14(a), then the number of shares to which each Participant is entitled
shall be determined by multiplying the number of shares available for issuance
by a fraction, the numerator of which is the number of shares that such
Participant has elected to purchase and the denominator of which is the number
of shares that all Participants have elected to purchase.

      (e) Issuance of Stock. Certificates representing the shares of Stock
purchased by a Participant under the Plan shall be issued to him or her as soon
as reasonably practicable after the close of the applicable Accumulation Period,
except that the Committee may determine that such shares shall be held for each
Participant's benefit by a broker designated by the Committee (unless the
Participant has elected that certificates be issued to him or her). Shares may
be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or
as community property.

      (f) Unused Cash Balances. An amount remaining in the Participant's Plan
Account that represents the Purchase Price for any fractional share shall be
carried over in the Participant's Plan Account to the next Accumulation Period.
Any amount remaining in the Participant's Plan Account that represents the
Purchase Price for whole shares that could not be purchased by reason of
Subsection (c) above, Section 9(b) or Section 14(a) shall be refunded to the
Participant in cash, without interest.

      (g) Stockholder Approval. Any other provision of the Plan notwithstanding,
no shares of Stock shall be purchased under the Plan unless and until the
Company's stockholders have approved the adoption of the Plan.

Section 9 Limitations On Stock Ownership.

      (a) Five Percent Limit. Any other provision of the Plan notwithstanding,
no Participant shall be granted a right to purchase Stock under the Plan if such
Participant, immediately after his or her election to purchase such Stock, would
own stock possessing 5% or more of the total combined voting power or value of
all classes of stock of the Company or any parent or Subsidiary of the Company.
For purposes of this Subsection (a), the following rules shall apply:

            (i) Ownership of stock shall be determined after applying the
      attribution rules of section 424(d) of the Code;


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                        2004 EMPLOYEE STOCK PURCHASE PLAN


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            (ii) Each Participant shall be deemed to own any stock that he or
      she has a right or option to purchase under this or any other plan; and

            (iii) Each Participant shall be deemed to have the right to purchase
      up to the maximum number of shares of Stock that may be purchased by a
      Participant under this Plan under the individual limit specified in
      Section 8(c) with respect to each Accumulation Period.

      (b) Dollar Limit. Any other provision of the Plan notwithstanding, no
Participant shall purchase Stock with a Fair Market Value in excess of the
following limit:

            (i) In the case of Stock purchased during an Offering Period that
      commenced in the current calendar year, the limit shall be equal to (A)
      $25,000 minus (B) the Fair Market Value of the Stock that the Participant
      previously purchased in the current calendar year (under this Plan and all
      other employee stock purchase plans of the Company or any parent or
      Subsidiary of the Company).

            (ii) In the case of Stock purchased during an Offering Period that
      commenced in the immediately preceding calendar year, the limit shall be
      equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the
      Participant previously purchased (under this Plan and all other employee
      stock purchase plans of the Company or any parent or Subsidiary of the
      Company) in the current calendar year and in the immediately preceding
      calendar year.

            (iii) In the case of Stock purchased during an Offering Period that
      commenced in the second preceding calendar year, the limit shall be equal
      to (A) $75,000 minus (B) the Fair Market Value of the Stock that the
      Participant previously purchased (under this Plan and all other employee
      stock purchase plans of the Company or any parent or Subsidiary of the
      Company) in the current calendar year and in the two preceding calendar
      years.

      For purposes of this Subsection (b), the Fair Market Value of Stock shall
be determined in each case as of the beginning of the Offering Period in which
such Stock is purchased. Employee stock purchase plans not described in section
423 of the Code shall be disregarded. If a Participant is precluded by this
Subsection (b) from purchasing additional Stock under the Plan, then his or her
employee contributions shall automatically be discontinued and shall resume at
the beginning of the earliest Accumulation Period ending in the next calendar
year (if he or she then is an Eligible Employee).

Section 10  Rights Not Transferable.

      The rights of any Participant under the Plan, or any Participant's
interest in any Stock or moneys to which he or she may be entitled under the
Plan, shall not be transferable by voluntary or involuntary assignment or by
operation of law, or in any other manner other than by beneficiary designation
or the laws of descent and distribution. If a Participant in any manner


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<PAGE>
attempts to transfer, assign or otherwise encumber his or her rights or interest
under the Plan, other than by beneficiary designation or the laws of descent and
distribution, then such act shall be treated as an election by the Participant
to withdraw from the Plan under Section 6(a).

Section 11  No Rights As An Employee.

      Nothing in the Plan or in any right granted under the Plan shall confer
upon the Participant any right to continue in the employ of a Participating
Company for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Participating Companies or of the
Participant, which rights are hereby expressly reserved by each, to terminate
his or her employment at any time and for any reason, with or without cause.

Section 12  No Rights As A Stockholder.

      A Participant shall have no rights as a stockholder with respect to any
shares of Stock that he or she may have a right to purchase under the Plan until
such shares have been purchased on the last day of the applicable Accumulation
Period.

Section 13  Securities Law Requirements.

      Shares of Stock shall not be issued under the Plan unless the issuance and
delivery of such shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company's securities may then be traded.

Section 14  Stock Offered Under The Plan.

      (a) Authorized Shares. The maximum aggregate number of shares of Stock
available for purchase under the Plan is 225,000 shares, plus an annual increase
to be added on the first day of each fiscal year during the term of the Plan,
beginning January 1, 2006, in an amount equal to the lesser of (i) 400,000
shares, (ii) 1.25% of the outstanding shares of stock on the last day of the
immediately preceding fiscal year, or (iii) an amount determined by the Board.
The aggregate number of shares available for purchase under the Plan shall at
all times be subject to adjustment pursuant to Section 14.

      (b) Antidilution Adjustments. The aggregate number of shares of Stock
offered under the Plan, the individual Participant share limitation described in
Section 8(c) and the price of shares that any Participant has elected to
purchase shall be adjusted proportionately by the Committee for any increase or
decrease in the number of outstanding shares of Stock resulting from a
subdivision or consolidation of shares or the payment of a stock dividend, any
other increase or decrease in such shares effected without receipt or payment of
consideration by the Company, the distribution of the shares of a Subsidiary to
the Company's stockholders or a similar event.


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<PAGE>
      (c) Reorganizations. Any other provision of the Plan notwithstanding,
immediately prior to the effective time of a Corporate Reorganization, the
Accumulation Period and Offering Period then in progress shall terminate and
shares shall be purchased pursuant to Section 8, unless the Plan is assumed by
the surviving corporation or its parent corporation pursuant to the plan of
merger or consolidation. The Plan shall in no event be construed to restrict in
any way the Company's right to undertake a dissolution, liquidation, merger,
consolidation or other reorganization.

Section 15  Amendment Or Discontinuance.

      The Board shall have the right to amend, suspend or terminate the Plan,
and to refund amounts credited to Participants' Plan Accounts, without the
purchase of shares, at any time and without notice. Unless earlier terminated by
the Board, the Plan shall terminate on July 21, 2014. Except as provided in
Section 14, any increase in the aggregate number of shares of Stock to be issued
under the Plan shall be subject to approval by a vote of the stockholders of the
Company. In addition, any other amendment of the Plan shall be subject to
approval by a vote of the stockholders of the Company to the extent required by
an applicable law or regulation.

Section 16  Execution.

      To record the adoption of the Plan by the Board, the Company has caused
its authorized officer to execute the same.


                                    PEOPLESUPPORT, INC.




                                    By
                                       ---------------------------------------
                                                   Lance Rosenzweig
                                         President and Chief Executive Officer


                               PEOPLESUPPORT, INC.
                        2004 EMPLOYEE STOCK PURCHASE PLAN


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