Peoplesoft Inc – ‘SC 13D’ on 10/20/99 re: Vantive Corp – EX-1

On:  Wednesday, 10/20/99   ·   Accession #:  891618-99-4638   ·   File #:  5-44959

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     39K 
 2: EX-1        Stock Option Agreement                                14     48K 
 3: EX-2        Agreement and Plan of Merger                          89    354K 

EX-1   —   Stock Option Agreement
Exhibit Table of Contents

EX-1
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                                                                       EXHIBIT 1

STOCK OPTION AGREEMENT

        THIS STOCK OPTION AGREEMENT (this "Stock Option Agreement"), dated as of
October 11, 1999, is by and between PeopleSoft, Inc., a Delaware corporation    
("Grantee"), and The Vantive Corporation, a Delaware corporation ("Issuer").    

RECITALS

 A. Grantee, Vickers Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Grantee ("Acquisition"), and Issuer are              
simultaneously entering into an Agreement and Plan of Merger (the "Merger       
Agreement") that provides, among other things, that upon the terms and subject  
to the conditions thereof, Acquisition will merge with and into Issuer, with    
Issuer being the survivor of that merger (the "Merger"), and the stockholders of
Issuer would receive shares of Common Stock of Grantee in connection therewith  
(the "Merger").                                                                 

      B. As a condition and essential inducement to its willingness to enter
into the Merger Agreement, Grantee has required that Issuer agree, and Issuer   
has agreed, to enter into this Stock Option Agreement, which provides, among    
other things, that Issuer grant to Grantee an option to purchase shares of      
Issuer Common Stock, upon the terms and subject to the conditions provided for  
herein.                                                                         

     NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained in this Stock Option Agreement and the Merger          
Agreement, and other good and valuable consideration, the receipt and           
sufficiency of which are hereby acknowledged, the parties agree as follows:     

  1. GRANT OF OPTION. Issuer hereby grants to Grantee an irrevocable
option (the "Option") to purchase Five Million Four Hundred Ninety-Seven        
Thousand Three Hundred (5,497,300) shares of Issuer Common Stock (the "Option   
Shares"), in the manner set forth below, at an exercise price of Fourteen and   
23,125/100,000 Dollars ($14.23125) per share of Issuer Common Stock, subject to 
adjustment as provided below (the "Option Price"). Initially capitalized terms  
used but not defined herein shall have the meanings set forth in the Merger     
Agreement. Issuer represents and warrants to Grantee that the number of Option  
Shares constitutes less than twenty percent (20%) of the number of issued and   
outstanding shares of Issuer's Common Stock on the date hereof.                 

2. EXERCISE OF OPTION.                                          

             (a) Subject to the satisfaction or waiver of the conditions set
forth in Section 9 of this Stock Option Agreement, prior to the 
        termination of this Stock Option Agreement in accordance with its terms,
    Grantee may exercise the Option, in whole or in part, at any time or
      from time to time on or after the occurrence of a Triggering Event (as
defined                                                         

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     below). The Option shall terminate and not be exercisable at any time
  following the Expiration Date (as defined in Section 11). The term
        "Triggering Event" means the time immediately prior to the occurrence of
      any of the events (or series of events) specified in Section 6.3(a) of
        the Merger Agreement giving rise to the obligation of the Company to pay
       the fee specified in Section 6.3(a). Notwithstanding the foregoing, the
     Option will not be exercisable if Grantee has materially breached the
Merger Agreement and such breach remains uncured at the time of 
exercise.                                                       

              (b) If Grantee wishes to exercise the Option at such time as the
   Option is exercisable and has not terminated, Grantee shall deliver
     written notice (the "Exercise Notice") to Issuer specifying Grantee's
      intention to exercise the Option, the total number of Option Shares it
       wishes to purchase and a date and time for the closing of such purchase
      (a "Closing"), which date shall not be less than two (2) nor more than
       thirty (30) business days after the later of (i) the date such Exercise
        Notice is given and (ii) the expiration or termination of any applicable
     waiting period under the HSR Act. If (1) any Third Party shall, after
  the date hereof, acquire fifteen percent (15%) or more of the then
        outstanding shares of Issuer Common Stock (a "Share Acquisition"), and a
        Triggering Event shall occur subsequent to such Share Acquisition, (2) a
        Triggering Event shall occur prior to a Share Acquisition and such Share
       Acquisition occurs prior to the Expiration Date, or (3) subsequent to a
     Triggering Event and prior to the Expiration Date, Issuer shall enter
        into a written definitive agreement with any Third Party providing for a
    Company Acquisition, then Grantee, in lieu of exercising the Option,
      shall have the right at any time thereafter (for so long as the Option
    is exercisable under Section 2(a) hereof) to request in writing that
 Issuer pay, and promptly (but in any event not more than ten (10)
        business days) after the giving by Grantee of such request, Issuer shall
     pay to Grantee, in cancellation of the Option, an amount in cash (the
"Cancellation Amount") equal to the lesser of:                  

                      (i) (1) the excess over the Option Price of the greater of
          (A) the last sale price of a share of Issuer Common Stock as
            reported on the Nasdaq National Market on the last trading day
              prior to the date of the Exercise Notice, and (B)(I) the highest
               price per share of Issuer Common Stock offered to be paid or paid
             by any Third Party pursuant to or in connection with such Share
        Acquisition or Company Acquisition or (II) if such Company
               Acquisition consists of a purchase and sale of assets, the sum of
               (a) the aggregate consideration offered to be paid or paid in any
              transaction or proposed transaction in connection with a Company
              Acquisition and (b) the amount of cash receivable by Issuer upon
             the exercise or conversion of outstanding in-the-money options,
               warrants, rights or convertible securities, divided by the sum of
              (x) the number of shares of Issuer Common Stock then outstanding
     plus (y) the number of shares issuable upon exercise or
conversion of outstanding in-the-money            

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             options, warrants, rights or convertible securities, multiplied
               by (2) the number of Option Shares then covered by the Option, or

(ii) Four Million Dollars ($4,000,000). 

               If all or a portion of the price per share of Issuer Common Stock
        offered, paid or payable or the aggregate consideration offered, paid or
      payable for the stock or assets of Issuer, each as contemplated by the
        immediately preceding sentence, consists of non-cash consideration, such
    price or aggregate consideration shall be the cash consideration, if
any, plus the fair market value of the non-cash consideration as
        determined jointly in good faith by the investment bankers of Issuer and
the investment bankers of Grantee.                              

             (c) Notwithstanding anything to the contrary herein, if Grantee
     receives proceeds in connection with any sale or other disposition of
   Option Shares (or any rights thereto or thereof), together with any
      proceeds in connection with any dividends or distributions received by
     Grantee on any Option Shares, in an aggregate amount that exceeds the
       sum of (x) Four Million Dollars ($4,000,000), plus (y) the Option Price
       multiplied by the number of Option Shares purchased hereunder, then all
     proceeds to Grantee in excess of such sum shall be remitted to Issuer
promptly following receipt thereof.                             

          (d) "Company Acquisition" means the occurrence of any of the
     following events: (i) the acquisition by a Third Party of twenty-five
       percent (25%) or more of the assets of the Company and its subsidiaries
      taken as a whole; (ii) the acquisition by a Third Party of twenty-five
  percent (25%) or more of the outstanding Shares, or any securities
 convertible into or exchangeable for Shares that would constitute
     twenty-five percent (25%) or more of the outstanding Shares upon such
     conversion or exchange, or any combination of the foregoing; or (iii)
      the acquisition by the Company of the assets or stock of a Third Party
if, as a result of which the outstanding shares of the Company  
     immediately prior thereto are increased by thirty-three and one-third
        percent (33 1/3%) or more, or (iv) the merger, consolidation or business
       combination of the Company with or into a Third Party, where, following
       such merger, consolidation or business combination, the stockholders of
    the Company prior to such transaction do not hold, immediately after
      such transaction, securities of the surviving entity constituting more
than seventy-five percent (75%) of the total voting power of the
surviving entity.                                               

    3. PAYMENT OF OPTION PRICE AND DELIVERY OF CERTIFICATE. Any Closings
under Section 2 of this Stock Option Agreement shall be held at the principal   
executive offices of Issuer, or at such other place as Issuer and Grantee may   
agree. At any Closing hereunder, (a) Grantee or its designee shall make payment 
to Issuer of the aggregate price for the Option Shares being so purchased by    
delivery of a certified check, official bank check or wire transfer of funds    
pursuant to Issuer's instructions payable to Issuer in an amount equal to the   
product obtained by multiplying the Option Price by the number of Option Shares 
to be purchased, and                                                            

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(b) upon receipt of such payment, Issuer shall deliver to Grantee or its        
designee a certificate or certificates representing the number of validly       
issued, fully paid and non-assessable Option Shares so purchased, in the        
denominations and registered in such names designated to Issuer in writing by   
Grantee.                                                                        

4. REGISTRATION AND LISTING OF OPTION SHARES.                   

           (a) Grantee may, by written notice (a "Registration Notice"),
       request at any time or from time to time within two (2) years following
      a Triggering Event (the "Registration Period"), in order to permit the
       sale, transfer or other disposition of the Option Shares that have been
  acquired by or are issuable to Grantee upon exercise of the Option
     ("Registrable Securities"), that Issuer register under the Securities
        Act of 1933, as amended (the "Act"), the offering, sale and delivery, or
        other transfer or disposition, of the Registrable Securities by Grantee.
   Any such Registration Notice must relate to a number of Registrable
       Securities equal to at least twenty percent (20%) of the Option Shares,
       unless the remaining number of Registrable Securities is less than such
      amount, in which case Grantee shall be entitled to exercise its rights
     hereunder but only for all of the remaining Registrable Securities (a
   "Permitted Offering"). Any rights to require registration hereunder
  shall terminate with respect to any Option Shares that may be sold
      pursuant to Rule 144(k) under the Act. Issuer shall use all reasonable
        efforts to qualify any Registrable Securities Grantee desires to sell or
    otherwise dispose of under applicable state securities or "blue sky"
        laws; provided, however, that Issuer shall not be required to qualify to
        do business, consent to general service of process or submit to taxation
    in any jurisdiction by reason of this provision. Except as otherwise
     required pursuant to agreements disclosed to Grantee on or before the
  date hereof, without Grantee's prior written consent (which may be
        withheld in its sole discretion), no other securities may be included in
      any such registration. Issuer will use all reasonable efforts to cause
   each such registration statement to become effective as promptly as
     possible, to obtain all consents or waivers of other persons that are
       required therefor and to keep such registration statement effective for
    a period of at least ninety (90) days from the day such registration
      statement first becomes effective. The obligations of Issuer hereunder
      to file a registration statement and to maintain its effectiveness may
      be suspended for one or more periods not exceeding ninety (90) days in
       the aggregate if the Board of Directors of Issuer shall have determined
   in good faith that the filing of such registration statement or the
      maintenance of its effectiveness would require disclosure of nonpublic
        information that would materially and adversely affect Issuer, or Issuer
     is required under the Act to include audited financial statements for
       any period in such registration statement and such financial statements
   are not yet available for inclusion in such registration statement.
Grantee shall be entitled to make up to two (2) requests for    
       registration of Options Shares under this Section 4(a). For purposes of
  determining whether the two (2) requests have been made under this
     Section 4(a), only requests relating to a registration statement that
has become effective under the Act will be counted.             

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             (b) If, during the Registration Period, Issuer shall propose to
       register under the Act the offering, sale and delivery of Issuer Common
  Stock for cash for its own account or for any other stockholder of
       Issuer pursuant to a firm commitment underwriting, it will, in addition
     to Issuer's other obligations under this Section 4, allow Grantee the
right to participate in such registration so long as Grantee    
     participates in such underwriting on terms reasonably satisfactory to
       the managing underwriters of such offering; provided, however, that, if
        the managing underwriter of such offering advises Issuer in writing that
       in its opinion the number of shares of Issuer Common Stock requested to
       be included in such registration exceeds the number that it would be in
   the best interests of Issuer to sell in such offering, Issuer will,
     after fully including therein all shares of Issuer Common Stock to be
      sold by Issuer, include the shares of Issuer Common Stock requested to
      be included therein by Grantee pro rata (based on the number of shares
        of Issuer Common Stock requested to be included therein) with the shares
     of Issuer Common Stock requested to be included therein by persons to
   whom Issuer currently owes a contractual obligation (other than any
       director, officer or employee of Issuer, who may not include any shares
        of Issuer Common Stock therein unless all of the shares of Issuer Common
Stock that Grantee has requested be included, are so included). 

            (c) The expenses associated with the preparation and filing of
  any registration statement pursuant to this Section 4 and any sale
      covered thereby (including any fees related to blue sky qualifications
and filing fees in respect of SEC or the National Association of
   Securities Dealers, Inc.) ("Registration Expenses") will be paid by
    Issuer, except for underwriting discounts or commissions or brokers'
       fees in respect of Option Shares to be sold by Grantee and the fees and
       disbursements of Grantee's counsel; provided, however, that Issuer will
    not be required to pay for any Registration Expenses with respect to
       such registration if the registration request is subsequently withdrawn
       at the request of Grantee unless Grantee agrees to forfeit its right to
    request one registration; provided further, however, that, if at the
        time of such withdrawal Grantee has learned of a material adverse change
        in the results of operations, condition, business or prospects of Issuer
     not known to Grantee at the time of the request and has withdrawn the
  request within a reasonable period of time following disclosure by
     Issuer to Grantee of such material adverse change, then Grantee shall
      not be required to pay any of such expenses and shall not forfeit such
       right to request one registration. Grantee will provide all information
reasonably requested by Issuer for inclusion in any registration
statement to be filed hereunder.                                

            (d) In connection with each registration under this Section 4,
   Issuer shall indemnify and hold each holder of the Option or Option
        Shares participating in such offering (a "Holder"), its underwriters and
        each of their respective affiliates harmless against any and all losses,
        claims, damage, liabilities and expenses (including, without limitation,
investigation expenses and fees and disbursements of counsel and
      accountants), joint or several, to which such Holder, its underwriters
     and each of their respective affiliates may become subject, under the
Act or otherwise, insofar as such                               

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       losses, claims, damages, liabilities or expenses (or actions in respect
      thereof) arise out of or are based upon an untrue statement or alleged
 untrue statement of a material fact contained in any registration
 statement (including any prospectus therein), or any amendment or
     supplement thereto, or arise out of or are based upon the omission or
       alleged omission to state therein a material fact required to be stated
   therein or necessary to make the statements therein not misleading,
    other than such losses, claims, damages, liabilities or expenses (or
  actions in respect thereof) that arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact 
contained in written information furnished by a Holder to Issuer
expressly for use in such registration statement.               

           (e) In connection with any registration statement pursuant to
      this Section 4, Grantee shall cause each Holder to contractually agree
 to furnish Issuer with such information concerning itself and the
      proposed sale or distribution as shall reasonably be required in order
    to ensure compliance with the requirements of the Act and to provide
     representations and warranties customary for selling stockholders who
 are unaffiliated with the issuer. In addition, Grantee shall, and
        Grantee shall cause each Holder to contractually agree to, indemnify and
     hold Issuer, its underwriters and each of their respective affiliates
     harmless against any and all losses, claims, damages, liabilities and
        expenses (including, without limitation, investigation expenses and fees
        and disbursement of counsel and accountants), joint or several, to which
    Issuer, its underwriters and each of their respective affiliates may
  become subject under the Act or otherwise, insofar as such losses,
        claims, damages, liabilities or expenses (or actions in respect thereof)
    arise out of or are based upon an untrue statement or alleged untrue
       statement of a material fact contained in written information furnished
by any Holder to Issuer expressly for use in such registration  
        statement; provided, however, that in no event shall any indemnification
       amount contributed by a Holder hereunder exceed the net proceeds of the
offering received by such Holder.                               

               (f) Upon the issuance of Option Shares hereunder, Issuer will use
       all commercially reasonable efforts to promptly list such Option Shares
        on the Nasdaq National Market or with such national or other exchange on
which the shares of Issuer Common Stock are at the time listed. 

     5. REPRESENTATIONS AND WARRANTIES OF ISSUER. Issuer hereby represents
and warrants to Grantee as follows:                                             

              (a) Issuer is a corporation duly organized, validly existing and
    in good standing under the laws of the State of Delaware and has all
     requisite corporate power and authority to enter into and perform its
obligations under this Stock Option Agreement.                  

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               (b) The execution and delivery of this Stock Option Agreement and
       the consummation of the transactions contemplated hereby have been duly
       and validly authorized by the Board of Directors of Issuer and no other
       corporate proceedings on the part of Issuer are necessary to authorized
this Stock Option Agreement or to consummate the transactions   
       contemplated hereby. The Board of Directors of Issuer has duly approved
      the issuance and sale of the Option Shares, upon the terms and subject
   to the conditions contained in this Stock Option Agreement, and the
       consummation of the transactions contemplated hereby. This Stock Option
    Agreement has been duly and validly executed and delivered by Issuer
    and, assuming this Stock Option Agreement has been duly executed and
   delivered by Grantee, constitutes a valid and binding obligation of
       Issuer enforceable against Issuer in accordance with its terms, subject
      to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to creditors' rights generally; the  
   availability of injunctive relief and other equitable remedies; and
 limitations imposed by law on indemnification for liability under
federal securities laws.                                        

        (c) Issuer has taken all necessary action to authorize and
     reserve for issuance and to permit it to issue, and at all times from
      the date of this Stock Option Agreement through the date of expiration
  of the Option will have reserved for issuance upon exercise of the
       Option, a sufficient number of authorized shares of Issuer Common Stock
    for issuance upon exercise of the Option, each of which shares, upon
     issuance pursuant to this Stock Option Agreement and when paid for as
      provided herein, will be validly issued, fully paid and nonassessable,
    and shall be delivered free and clear of all claims, liens, charges,
encumbrances and security interests (other than those imposed by
Grantee, its affiliates or by Applicable Law).                  

              (d) The execution, delivery and performance of this Stock Option
  Agreement by Issuer and the consummation by it of the transactions
       contemplated hereby, except as required by the HSR Act and any material
     foreign competition authorities (if applicable), and, with respect to
   Section 4 hereof, compliance with the provisions of the Act and any
     applicable state securities laws, do not require the consent, waiver,
      approval, license or authorization of or result in the acceleration of
        any obligation under, or constitute a default under, any term, condition
  or provision of the Certificate of Incorporation or bylaws, or any
  indenture, mortgage, lien, lease, agreement, contract, instrument,
      order, judgment, ordinance, regulation or decree or any restriction to
    which Issuer or any property of Issuer or its subsidiaries is bound,
 except where failure to obtain such consents, waivers, approvals,
       licenses or authorizations or where such acceleration or defaults could
not, individually or in the aggregate, reasonably be expected to
materially and adversely affect Grantee's rights hereunder.     

       6. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee hereby represents
and warrants to Issuer that:                                                    

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               (a) Grantee is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Delaware, and has all
     requisite corporate power and authority to enter into and perform its
obligations under this Stock Option Agreement.                  

               (b) The execution and delivery of this Stock Option Agreement and
       the consummation of the transactions contemplated hereby have been duly
        and validly authorized by the Board of Directors of Grantee and no other
       corporate proceedings on the part of Grantee are necessary to authorize
this Stock Option Agreement or to consummate the transactions   
  contemplated hereby. This Stock Option Agreement has been duly and
  validly executed and delivered by Grantee and, assuming this Stock
Option Agreement has been duly executed and delivered by Issuer,
 constitutes a valid and binding obligation of Grantee enforceable
    against Grantee in accordance with its terms, subject to bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
or relating to creditors' rights generally; the availability of 
       injunctive relief and other equitable remedies; and limitations imposed
      by law on indemnification for liability under federal securities laws.

         (c) Grantee is acquiring the Option and it will acquire the
        Option Shares issuable upon the exercise thereof for its own account and
       not with a view to the distribution or resale thereof in any manner not
in accordance with Applicable Law.                              

    7. COVENANTS OF GRANTEE. Grantee agrees not to transfer or otherwise
dispose of the Option or the Option Shares, or any interest therein, except in  
compliance with the Act and any applicable state securities laws. Grantee       
further agrees to the placement of the following legend on the certificates     
representing the Option Shares (in addition to any legend required under        
applicable state securities laws):                                              

    "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
       UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
   APPLICABLE STATE LAW GOVERNING THE OFFER AND SALE OF SECURITIES. NO
 TRANSFER OR OTHER DISPOSITION OF THESE SHARES, OR OF ANY INTEREST
 THEREIN, MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND SUCH OTHER STATE LAWS OR PURSUANT TO
      EXEMPTIONS FROM REGISTRATION UNDER THE ACT, SUCH OTHER STATE LAWS, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER."              

        8. HSR COMPLIANCE EFFORTS. Grantee and Issuer shall take, or cause to be
taken, all actions necessary to consummate and make effective the transactions  
contemplated by this Stock Option Agreement, including, without limitation,     
obtaining any necessary consents of third                                       

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parties and Governmental Entities and the filing by Grantee and Issuer promptly 
of any required HSR Act notification forms and the documents required to comply 
with the HSR Act.                                                               

      9. CERTAIN CONDITIONS. The obligation of Issuer to issue Option Shares
under this Stock Option Agreement upon exercise of the Option shall be subject  
to the satisfaction or waiver of the following conditions:                      

          (a) any waiting periods applicable to the acquisition of the
      Option Shares by Grantee pursuant to this Stock Option Agreement under
the HSR Act shall have expired or been terminated; and          

           (b) no statute, rule or regulation shall be in effect, and no
order, decree or injunction entered by any court of competent   
    jurisdiction or Governmental Entity in the United States shall be in
  effect that prohibits the exercise of the Option or acquisition or
  issuance of Option Shares pursuant to this Stock Option Agreement.

   10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the number of issued and outstanding shares of Issuer Common Stock by 
reason of any stock dividend, stock split, recapitalization, merger, rights     
offering, share exchange or other change in the corporate or capital structure  
of Issuer, Grantee shall receive, upon exercise of the Option, the stock or     
other securities, cash or property to which Grantee would have been entitled if 
Grantee had exercised the Option and had been a holder of record of shares of   
Issuer Common Stock on the record date fixed for determination of holders of    
shares of Issuer Common Stock entitled to receive such stock or other           
securities, cash or property at the same aggregate price as the aggregate Option
Price of the Option Shares.                                                     

  11. EXPIRATION. The Option shall expire at the earliest of (x) the
Effective Time, (y) 5:00 p.m., California time, on the day that is the one year 
anniversary of the date on which the Merger Agreement has been terminated in    
accordance with the terms thereof other than pursuant to Section 6.1(d)(ii), and
(z) 5:00 p.m., California time, on the day that is the sixth month anniversary  
of the date on which the Merger Agreement is terminated pursuant to Section     
6.1(d)(ii) (such expiration date is referred to as the "Expiration Date").      

12.    GENERAL PROVISIONS.                                      

      (a) Survival. All of the representations, warranties and
      covenants contained herein shall survive a Closing and shall be deemed
  to have been made as of the date hereof and as of the date of each
Closing.                                                        

             (b) Further Assurances. If Grantee exercises the Option, or any
  portion thereof, in accordance with the terms of this Stock Option
       Agreement, Issuer and Grantee will execute and deliver all such further
    documents and instruments and use all reasonable efforts to take all
  such further action as may be necessary in order to consummate the
transactions contemplated thereby.                              

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               (c) Severability. It is the desire and intent of the parties that
        the provisions of this Stock Option Agreement be enforced to the fullest
    extent permissible under the law and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, in the event
      that any provision of this Stock Option Agreement would be held in any
       jurisdiction to be invalid, prohibited or unenforceable for any reason,
      such provision, as to such jurisdiction, shall be ineffective, without
       invalidating the remaining provisions of this Stock Option Agreement or
       affecting the validity or enforceability of such provision in any other
       jurisdiction. Notwithstanding the foregoing, if such provision could be
        more narrowly drawn so as not be invalid, prohibited or unenforceable in
    such jurisdiction, it shall, as to such jurisdiction, be so narrowly
  drawn, without invalidating the remaining provisions of this Stock
    Option Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.                            

         (d) Assignment; Transfer of Stock Option. This Stock Option
     Agreement shall be binding on and inure to the benefit of the parties
       hereto and their respective successors and permitted assigns; provided,
      however, that Issuer and Grantee, without the prior written consent of
      the other party, shall not be entitled to assign or otherwise transfer
 any of its rights or obligations hereunder and any such attempted
    assignment or transfer shall be void; provided further, that Grantee
      shall be entitled to assign or transfer this Stock Option Agreement or
      any rights hereunder to any wholly-owned subsidiary of Grantee without
  Issuer's consent so long as such wholly-owned subsidiary agrees in
writing to be bound by the terms and provisions hereof.         

              (e) Specific Performance. The parties acknowledge and agree that
in the event of a breach of any provision of this Stock Option  
     Agreement, the aggrieved party would be without an adequate remedy at
     law. The parties therefore agree that in the event of a breach of any
       provision of this Stock Option Agreement, the aggrieved party may elect
to institute and prosecute proceedings in any court of competent
        jurisdiction to enforce specific performance or to enjoin the continuing
     breach of such provisions, as well as to obtain damages for breach of
     this Stock Option Agreement. By seeking or obtaining any such relief,
       the aggrieved party will not be precluded from seeking or obtaining any
other relief to which it may be entitled.                       

              (f) Amendments. This Stock Option Agreement may not be modified,
       amended, altered or supplemented except upon the execution and delivery
of a written agreement executed by Grantee and Issuer.          

           (g) Notices. All notices, requests, claims, demands and other
      communications hereunder shall be in writing and shall be deemed to be
   sufficient if contained in a written instrument and shall be deemed
given if delivered personally, telecopied, sent by              
   nationally-recognized, overnight courier or mailed by registered or
certified mail (return                                          

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        receipt requested), postage prepaid, to the other party at the following
     addresses (or such other address for a party as shall be specified by
like notice):                                                   

If to Grantee:                                                                  

PeopleSoft, Inc.                                  
4460 Hacienda Drive                               
Pleasanton, CA  94588                             
Telecopier:  (925) 694-5152                       
Attention:    General Counsel                     

with a copy to:                                   

Gibson, Dunn & Crutcher LLP                       
One Montgomery Street                             
Telesis Tower                                     
San Francisco, CA  94104                          
Telecopier: (415) 374-8427                        
Attention:    Kenneth R. Lamb, Esq.               

If to Issuer:                                                                   

The Vantive Corporation                           
2525 Augustine Drive                              
Santa Clara, CA  95054                            
Telecopier:  (408) 367-4126                       
Attention:   General Counsel                      

with a copy to:                                   

Gray Cary Ware & Freidenrich                      
400 Hamilton Avenue                               
Palo Alto, California 94301                       
Telecopier:  (650) 327-3699                       
Attention:    Gregory Gallo, Esq.                 

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       (h) Headings. The headings contained in this Stock Option
     Agreement are for reference purposes only and shall not affect in any
 way the meaning or interpretation of this Stock Option Agreement.

              (i) Counterparts. This Stock Option Agreement may be executed in
        one or more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement.     

(j) Governing Law and Venue; Waiver of Jury Trial.

                      (1) THIS STOCK OPTION AGREEMENT SHALL BE DEEMED TO BE MADE
        IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
        GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF
       DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
   THEREOF. The parties hereby irrevocably submit to the
         jurisdiction of the courts of the State of Delaware and the
           Federal courts of the United States of America located in the
           State of Delaware solely in respect of the interpretation and
              enforcement of the provisions of this Stock Option Agreement and
              of the documents referred to in this Stock Option Agreement, and
            in respect of the transactions contemplated hereby, and hereby
              waive, and agree not to assert, as a defense in any action, suit
              or proceeding for the interpretation or enforcement hereof or of
            any such document, that it is not subject thereto or that such
     action, suit or proceeding may not be brought or is not
              maintainable in said courts or that the venue thereof may not be
         appropriate or that this Stock Option Agreement or any such
        document may not be enforced in or by such courts, and the
              parties hereto irrevocably agree that all claims with respect to
               such action or proceeding shall be heard and determined in such a
            Delaware State or Federal court. The parties hereby consent to
           and grant any such court jurisdiction over the person of such
  parties and over the subject matter of such dispute.

                     (2) The parties agree that irreparable damage would occur
               and that the parties would not have any adequate remedy at law in
       the event that any of the provisions of this Stock Option
            Agreement were not performed in accordance with their specific
             terms or were otherwise breached. It is accordingly agreed that
              the parties shall be entitled to an injunction or injunctions to
            prevent breaches of this Stock Option Agreement and to enforce
        specifically the terms and provisions of this Stock Option
             Agreement in any Federal court located in the State of Delaware
             or in Delaware state court, this being in addition to any other
    remedy to which they are entitled at law or in equity.

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           (3) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
              CONTROVERSY WHICH MAY ARISE UNDER THIS STOCK OPTION AGREEMENT IS
               LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
               EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
            RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
             LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
     THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
          AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
              REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
            NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
             WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
           IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS
              WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO
            ENTER INTO THIS STOCK OPTION AGREEMENT BY, AMONG OTHER THINGS,
   THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(j).

              (k) Entire Agreement. This Stock Option Agreement and the Merger
   Agreement, and any documents and instruments referred to herein and
       therein, constitute the entire agreement between the parties hereto and
 thereto with respect to the subject matter hereof and thereof and
     supersede all other prior agreements and understandings, both written
       and oral, between the parties with respect to the subject matter hereof
      and thereof. Nothing in this Stock Option Agreement shall be construed
        to give any person other than the parties to this Stock Option Agreement
or their respective successors or permitted assigns any legal or
  equitable right, remedy or claim under or in respect of this Stock
Option Agreement or any provision contained herein.             

             (l) Expenses. Except as otherwise provided in this Stock Option
       Agreement, each party shall pay its own expenses incurred in connection
  with this Stock Option Agreement and the transactions contemplated
hereby.                                                         

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       IN WITNESS WHEREOF, the parties have caused this Stock Option Agreement
to be signed by their respective officers thereunto duly authorized as of the   
date first written above.                                                       

                        PeopleSoft, Inc., a Delaware corporation

    By: /s/ Craig Conway
                                   -------------------------------------------
           Name:  Craig Conway
                                   Title:  President & Chief Executive Officer

                               The Vantive Corporation, a Delaware corporation

         By:  /s/ Thomas L. Thomas
                                   -------------------------------------------
               Name:  Thomas L. Thomas
                       Title:  Chief Executive Officer

 [SIGNATURE PAGE TO PEOPLESOFT, INC./THE VANTIVE CORPORATION
 STOCK OPTION AGREEMENT]

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		10/20/99
		10/11/99		1					8-K
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