partial tenders of options for any portion of the shares subject to an
individual option grant. Therefore, you may only tender options for all or none
of the shares of common stock subject to a particular option grant.
If your options are properly tendered and accepted for exchange, unless
we terminate this offer pursuant to the terms and conditions hereof, you will be
entitled to receive, on or about the first business day that is at least six
months and one day following the date we accept the options tendered for
exchange, new options to purchase the number of shares of our common stock that
is equal to the same number of shares subject to the eligible options that you
tendered, subject to adjustments for any stock splits, stock dividends and
similar events that occur prior to the grant date of the new options.
IF YOU ARE NOT A U.S. EMPLOYEE OR DIRECTOR OF PFSWEB, INC. OR ONE OF
OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE
NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN
EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE.
PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN AN
EMPLOYEE OR DIRECTOR OF PFSWEB OR ANY OF OUR SUBSIDIARIES.
This means that if you die or quit or we terminate your employment or
services as a director prior to the date we grant the new options, you will not
receive anything for the options that you tendered and we canceled.
The term "expiration date" means 5:00 P.M., Central time, on May 29,
2001, unless and until we, in our discretion, have extended the period of time
during which the offer will remain open, in which event the term "expiration
date" refers to the latest time and date at which the offer, as so extended,
expires. See Section 14 for a description of our rights to extend, delay,
terminate and amend the offer.
We will publish a notice and make a company-wide announcement if we
decide to take any of the following actions:
o we increase or decrease what we will give you in exchange for your
o we increase or decrease the number of options eligible to be
exchanged in the offer.
If the offer is scheduled to expire within ten business days from the
date we notify you of such an increase or decrease, we will also extend the
offer for a period of ten business days after the date the notice is published.
A "business day" means any day other than a Saturday, Sunday or U.S.
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Central time.