EXECUTIVE EMPLOYMENT AGREEMENT

        This Executive Employment Agreement ("Agreement") is made effective as of May 11 ("Effective Date"), by and between Peregrine Systems, Inc., a Delaware corporation ("Company") and Donald Boyce ("Executive").

        The parties agree as follows:

        1.    Employment.    Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

        2.    Duties.    

        3.    At-Will Employment Relationship.    Executive's employment with Company is at-will and not for any specified period and may be terminated at any time, for any reason, with or without Cause, by either Executive or Company, subject to section 7 below and its subparts. No representative of Company, other than the Chief Executive Officer or the Board of Directors, has the authority to alter the at-will employment relationship. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company's Chief Executive Officer. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

        4.    Compensation.    

        5.    Customary Fringe Benefits.    Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company's benefit plan documents. Company reserves the right to change or eliminate any of the fringe benefits on a prospective basis, at any time, effective upon notice to Executive.


        6.    Business Expenses.    Executive will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Executive's duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company's policies.

        7.    Termination of Executive's Employment.    

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        8.    No Other Agreements.    

        9.    No Conflict of Interest.    During the term of Executive's employment with Company and during any period Executive is receiving payments from Company pursuant to this Agreement, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive's employment with Company, as may be determined by the Board of Directors in its sole discretion. If the Board of Directors believes such a conflict exists during the term of Executive's employment with Company, the Board of Directors may ask Executive to choose to discontinue the other work or resign employment with Company. If the Board of Directors believes such a conflict exists during any post-employment period in which Executive is receiving severance payments pursuant to this Agreement, the Board of Directors may ask Executive to choose to discontinue the other work or not receive the remaining severance payments. In addition, Executive agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company's prior written consent, during the term of Executive's employment and during any period in which Executive is receiving payments from Company pursuant to this Agreement.

        10.    Confidentiality and Proprietary Rights.    Executive agrees to read, sign and abide by Company's Invention and Non-Disclosure and Arbitration Agreement, which is provided with this Agreement and incorporated herein by reference. Executive further agrees that the terms of this Agreement are confidential, and that such terms are not to be disclosed to anyone, including other Company employees and Company executives, but excluding the Company's Chief Executive Officer, the Company's Senior Vice President, Human Resources, Chief Financial Officer, and any member of the Company's Audit or Compensation Committees.

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        11.    Nonsolicitation.    Executive understands and agrees that certain information regarding Company's employees and customers and any information regarding Company employees and/or customers is confidential and constitutes trade secrets

        12.    Injunctive Relief.    Executive acknowledges that Executive's breach of the covenants contained in sections 9-11 (collectively "Covenants") would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek from the arbitrator (or, where there is no provision for arbitration, from a court) temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

        13.    General Provisions.    

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        14.    Entire Agreement.    This Agreement, including the Invention and Non-Disclosure and Arbitration Agreement and other documents incorporated herein by reference constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

        THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

  DONALD BOYCE

Dated:

 

    
   12600 Deerfield Parkway
ALPHARETTA, GA 30004

 

 

PEREGRINE SYSTEMS, INC.

Dated:

 

By:

 
   
John Mutch
Peregrine Systems, Inc.
Chief Executive Officer
3611 Valley Centre Drive
San Diego, CA 92130

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Source: OneCLE Business Contracts.