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EXECUTIVE 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 Executive
Severance Agreement (the “Agreement”); and
WHEREAS, the
Company and the Executive wish to amend the Agreement as 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 “Qualifying
Termination” is deleted in its entirety and is hereby
replaced to read as follows:
“
Qualifying Termination ” means the termination by the
Company of Executive’s employment other than a Termination
for Cause, but including termination by reason of the
Executive’s death or disability. “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. The term “Qualifying Termination” shall
not include the termination by Executive of his employment, unless
such termination is with “Good Reason.” “Good
Reason” shall mean that the Executive has complied with the
“Good Reason Process” following a material reduction by
the Company of the Executive’s annual base salary from its
then current amount, other than a reduction which is part of, and
proportionate with, a general reduction of annual base salaries of
not less than three-quarters (in number) of the Company’s
officers. “Good Reason Process” shall mean that:
(A) the Executive reasonably determines in good faith that a
“Good Reason” event has occurred; (B) the
Execu
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