AMENDMENT
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT
made as of the 31 st day of December, 2008, by and between PFSweb,
Inc., a Delaware Corporation (the “Company”), and the
individual whose name appears on the signature page hereof as the
“Executive” hereunder.
WHEREAS, the
Company and the Executive are parties to that certain Change in
Control Severance Agreement (the “Agreement”);
and
WHEREAS, the
Company and the Executive wish to amend the Agreement in good faith
compliance with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), the regulations
thereunder and related guidance issued by the Internal Revenue
Service (“IRS”);
NOW, THEREFORE, it
is agreed that the Agreement be and hereby is amended as
follows:
FIRST :
Section 1, “Definitions,” (a) Except as
otherwise defined herein, terms used herein shall have the same
meaning ascribed thereto in the Agreement.
(b) In
Section 1, the definition of “Change in Control”
is deleted in its entirety and is hereby replaced to read as
follows:
“Change
in Control” has the meaning provided in Section 409A of
the Code and the Regulations thereunder.
(c) Section 1
is further amended by deleting the definition of
“Disability” and replacing it with the
following:
“Disability” shall mean that an
Executive is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than
12 months.
(d) Section 1
is further amended by adding the word “material” before
the word “reduction” in clause (2) of the
definition of “Good Reason”. ›
(e) Section 1
is further amended by adding the word “materially”
before the word “reduce” in clause (4) of the
definition of “Good Reason”.
(f) Section 1
is further amended by changing the last paragraph of the Good
Reason definition by deleting the proviso which appears therein and
inserting the following in its place: ›
