$100,000 of stock to become vested under all of your incentive stock options
during calendar year 2001. Any amount in excess of $100,000 will be treated as a
nonqualified stock option.
WILL THE NEW OPTIONS BE INCENTIVE STOCK OPTIONS OR NON-QUALIFIED STOCK OPTIONS?
All of the new options will be issued as non-qualified stock options
even if the eligible options tendered in exchange were incentive stock options.
DO I HAVE TO EXCHANGE ALL OF MY ELIGIBLE OPTIONS OR CAN I JUST EXCHANGE SOME OF
If you have eligible options with different exercise prices, you can
elect to tender all or any of the eligible options having the same exercise
price. For example, if you have 100 options with an exercise price of $10.45 and
200 options with an exercise price of $5.95, you can tender (1) all of your
options, (2) none of your options, (3) all of the $10.45 options or (4) all of
the $5.95 options. If you choose to tender any of your options, however, you
cannot tender less than all of the options with the same exercise price.
Therefore, in this example, you cannot tender 50 of the $10.45 options or 100 of
the $5.95 options. (Section 1)
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER OPTIONS IN THE OFFER? CAN THE
OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?
You have until 5:00 P.M. Central time, on May 29, 2001 to tender your
options in the offer. We may, in our discretion, extend the offer at any time,
but we cannot assure you that the offer will be extended or, if extended, for
how long. If we extend the offer, we will make a public and company-wide
announcement of the extension no later than 9:00 a.m. on the next business day
following the previously scheduled expiration date. If we extend the offer, we
may delay the acceptance of any options that have been tendered. (Section 1)
HOW DO I TENDER MY OPTIONS?
If you decide to tender your options, you must deliver, before the
offer expires, a properly completed and duly executed letter of transmittal and
any other documents required by the letter of transmittal to Harvey Achatz, Vice
President-Administration, PFSweb, Inc., 500 North Central Expressway, Plano,
Texas 75074 (facsimile number: 972-881-0145). (Section 3)
DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED ELIGIBLE OPTIONS?
You may withdraw your tendered options at any time before the offer
expires. Because we are not accepting partial tenders of an individual option
grant, you may only withdraw options for all or none of the shares of common
stock subject to an individual grant. To withdraw tendered options, you must
deliver to us at the address or facsimile number listed above a written notice
of withdrawal with the required information while you still have the right