to withdraw the tendered options. Once you have withdrawn options, you may
re-tender options only by again following the delivery procedures described
above. (Section 3)
WHAT ACCOUNTING IMPACT WILL THE OFFER HAVE ON THE COMPANY?
We believe that by separating the cancellation of the tendered options
and the issuance of the new options by more than six months there will be no
accounting impact on the Company and no compensation expense will be reported.
WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THE OFFER?
The Board of Directors has approved this offer and recommends that
employees accept it. The new options may have a lower exercise price than the
eligible options exchanged therefor. The Board of Directors believes that, in
general, the offer creates a better chance for employees to obtain value from
their options in the short-term. As a service company, the Board believes that
providing equity incentives to our dedicated team of professionals is a critical
ingredient for the Company's development and success. Nevertheless, the Board of
Directors recognizes that the decision to accept is an individual one that
should be based on a variety of factors and you should consult with your
personal advisors if you have questions about your financial or tax situation.
WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?
For additional information or assistance, you should contact: Harvey
Achatz, Vice President-Administration, PFSweb, Inc., 500 North Central
Expressway, Plano, Texas 75074 (888-330-5504 x 2130) (firstname.lastname@example.org).