Richard L. Roll entered into a Severance Agreement (the "Severance Agreement") with Peerless Systems Corporation (the "Company"), pursuant to which he resigned as Chief Executive Officer, President and Director of the Company effective October 1, 2008. Pursuant to the Severance Agreement, the Company agreed to (i) pay Mr. Roll $250,000, (ii) purchase from Mr. Roll 200,000 shares of the Company's common stock and (iii) pay six months of COBRA premiums for Mr. Roll's existing health care coverage subject to certain conditions.

Concurrent with Mr. Roll's resignation, the Company appointed William Neil as its Acting Chief Executive Officer and Edward Gaughan as its Acting President. Mr. Neil is also the Company's Chief Financial Officer and Mr. Gaughan has been the Company's Vice President of Sales and Marketing.

There is no arrangement or understanding between Mr. Neil or Mr. Gaughan and any executive officer or director of the Company. There are no family relationships among Mr. Neil, Mr. Gaughan and any of the Company's executive officers or directors. Further, there are no transactions involving the Company and Mr. Neil or Mr. Gaughan which would be reportable pursuant to Item 404(a) of Regulation S-B promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement, which is attached as Exhibit 10.1 to this Report and incorporated herein by reference.

(d) Exhibits.

Exhibit
Number        Description

 10.1*    Severance Agreement

* Management contracts or compensatory plan or arrangement.