AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF PFSWEB, INC.
The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of PFSweb, Inc. (the "Company") is established for the purpose of
overseeing the accounting and financial reporting processes of the Company and
audits of the financial statements of the Company. The Committee is established
to assist the Board in fulfilling its oversight responsibilities by reviewing
and reporting to the Board on the integrity of the financial reports and other
financial information provided by the Company to its shareholders. This charter
specifies the scope of authority and responsibility of the Committee.
ORGANIZATION, MEMBERSHIP AND MEETINGS
1. The Committee shall be comprised of at least three directors who meet
the independence, expertise and other qualification standards required by the
federal securities laws and as may be required by the listing standards of the
primary securities exchange upon which the Company's securities are traded.
2. Members of the Committee shall be appointed annually by the Board.
Members may be replaced by the Board at any time, but shall otherwise serve
until a successor has been named.
3. The Committee shall meet at least four times a year, with the authority
to convene additional meetings, as circumstances require. The Committee may
invite members of management, independent auditors, legal counsel or others to
attend meetings and to provide relevant information. At least annually, the
Committee shall hold an executive session at which only independent directors
and the independent auditor are present.
4. The Committee may form and delegate authority to subcommittees when
appropriate, or to one or more members of the Committee.
5. The Committee may elect a Chairman of the Committee who, if elected,
shall preside at all meetings. At all meetings of the Committee, a majority of
the members of the Committee shall constitute a quorum for the transaction of
business, and the act of a majority of the members of the Committee present at a
meeting at which a quorum is in attendance shall be the act of the Committee.
Members of the Committee may participate in any meeting by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting. The Committee shall maintain
written minutes of its meetings, which minutes will be filed in the corporate
minute book. Any person present at a meeting may be appointed by the Committee
as Secretary to record the minutes.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The Committee shall have the following responsibilities and duties:
Independent Auditor Oversight
1. Be directly responsible for the appointment, compensation, retention and
oversight of the work of any independent auditor employed by the Company
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work or performing other audit, review or attest services for
the Company. Each independent auditor shall report directly to the Committee.
2. Meet with the independent auditor prior to commencement of the audit and
discuss the planning and staffing of the audit.