exv10w2



 





Exhibit 10.2




Retention Agreement




This Retention Agreement (the “Agreement”) between PeopleSoft Inc, a Delaware
corporation, and Mr. Guy Dubois (“Employee”) is effective as of June 17, 2004.



The parties hereby agree:




	1.	 	Definitions. The following definitions shall be used in this Agreement:





“Affiliated Group” shall mean PeopleSoft, Inc., and/or divisions, subsidiaries
or affiliates of PeopleSoft, Inc. or any successors to any such entities.



“Retention Bonus” means U.S. five hundred thousand dollars and no cents
(US$500,000.00).



“Cause” shall mean Cause, as such term is defined in the Severance Policy.



“Term” shall mean the period from the date of this Agreement through May 15,
2005.




	2.	 	Retention Bonus.





     If, on May 15, 2005, Employee is employed by the Affiliated Group and during
the Term Employee has remained continuously employed by the Affiliated Group,
PeopleSoft, Inc., in the name and on behalf of the Affiliated Group, will pay
Employee the Retention Bonus within seven (7) days after May 15, 2005,
converted into Euros at the exchange rate in effect at Wells Fargo Bank on the
business day before payment is made by PeopleSoft, Inc. The Retention Bonus
shall not be payable if, during the Term, for any reason or no reason, with or
without Cause, Employee is no longer employed by an entity in the Affiliated
Group. The Retention Bonus shall not be earned or payable on a pro rata basis
over the Term. No part of the Retention Bonus shall be earned by or payable to
Employee if he has not remained continuously employed by an entity or by
entities in the Affiliated Group during the Term.




	3.	 	Other Provisions






a. This Agreement shall be governed in all respects by and construed in
accordance with the laws of the United States of America and of the State
of California as applied to agreements entered into and to be performed
entirely within California between California residents. The parties
acknowledge that the United Nations Convention on Contracts for the
International Sale of Goods (1980) is specifically excluded from
application to this Agreement. This Agreement is prepared and executed
in the English language only and any



 









 






translations of this Agreement into any other language shall have no
effect. All proceedings related to this Agreement shall be conducted in
the English language.




b. The parties hereby submit to the jurisdiction of, and waive any venue
objections against, the United States District Court for the Northern
District of California and the Superior and Municipal Courts of the State
of California, Santa Clara County, in any litigation arising out of the
Agreement.




c. This Agreement may be amended or supplemented only by a writing that
refers explicitly to this Agreement and that is signed on behalf of both
parties.




d. This Agreement is not assignable by Employee, voluntarily or by
operation of law or otherwise, without the prior written consent of the
PeopleSoft, Inc. The terms of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the permitted respective
successors and assigns of the parties hereto.




e. This Agreement is the entire agreement between the parties regarding
its subject matter. It supersedes and its terms govern, all prior
proposals, agreements, or other communications between the parties, oral
or written, regarding such subject matter. This Agreement shall not be
modified unless done so in a writing signed by authorized representatives
of PeopleSoft, Inc. and by Employee.




f. Neither party will disclose any terms or the existence of this
Agreement, except pursuant to a mutually agreeable press release or as
otherwise required by law.




g. This Agreement may be signed in two counterparts which together shall
form a single agreement as if both parties had executed the same
document.




h. A signature on a copy of this Agreement received by either party by
facsimile is binding upon the other party as an original. Both parties
agree that a photocopy of such facsimile may also be treated by the
parties as a duplicate original.




i. The paragraph headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or
describe the scope or extent of such paragraph or in any way affect such
paragraph.




j. Any notices required or permitted by this Agreement shall be in
writing and shall be delivered as follows with notice deemed given as
indicated: (i) by personal delivery when delivered personally; (ii) by
overnight courier upon written verification of receipt; (iii) by telecopy
or facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the
addresses set forth below (with notice being made to the attention of



 









 






the General Counsel in the case of PeopleSoft, Inc.) or such other
addresses as either party may specify in writing.




k. If any part of this Agreement shall be held unenforceable, the
remainder of the Agreement shall nevertheless remain in full force and
effect.



(the remainder of this page is blank)




 









 








	 	 	 	 	 
	Agreed and accepted:	 	 
	 
	 	 	 	 
	PeopleSoft, Inc.	 	 
	 
	 	 	 	 
	/s/ James P. Shaughnessy
	 	 	 	 
	
	 	 
	

	 	(signature)	 	 
	 
	 	 	 	 
	James P. Shaughnessy
	 	 	 	 
	
	 	 
	

	 	(name)	 	 
	 
	 	 	 	 
	Senior Vice President and General Counsel
	 	 	 	 
	
	 	 
	

	 	(title)	 	 
	 
	 	 	 	 
	October 18, 2004
	 	 	 	 
	
	 	 
	

	 	(date executed)	 	 
	Address:	 	 
	 
	 	 	 	 
	Attn: General Counsel	 	 
	PeopleSoft, Inc.	 	 
	4460 Hacienda Drive	 	 
	Pleasanton, California 94588	 	 
	 
	 	 	 	 
	Facsimile: (925) 694-4444	 	 
	 
	 	 	 	 
	Employee:	 	 
	 
	 	 	 	 
	/s/ Guy Dubois
	 	 	 	 
	
	 	 
	Guy Dubois
	 	 	 	 







 









 







	 	 	 	 	 
	Address:	 	 
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	October 14, 2004	 	 
	
	 	 
	

	 	(date executed)