SEC Filings Section 16 Filings Only
 
PFSWEB INC filed this DEF 14A on 05/02/2011.
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year), payable in monthly installments over a period not to exceed two years (based on the executive’s years of service) In addition, in the event of termination without cause, the executive is entitled to a continuation of benefits and to the accelerated vesting of all options then held by the executive. The severance payment and benefits are reduced by any compensation or benefits received by the executive from any subsequent employer.
          Effective as of December 31, 2008, the Company and the named executive officers entered into an amendment to the existing Executive Severance Agreements and Change in Control Severance Agreements between the Company and such persons. The primary purpose of such amendment was to modify such agreements so that they conform to Section 409A of the Internal Revenue Code. In addition, the amendment to the Executive Severance Agreement modified the calculation of the severance amount thereunder so that it is based on the highest annual rate of base salary during the 12-month period immediately prior to the qualifying termination.
          The following table summarizes information with respect to equity compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2010. For additional information about our equity compensation plans, see note 5 to our financial statements in Item 8 of our 2010 Annual Report on Form 10-K:
                         
    Number of securities     Weighted-average     Number of  
    to be issued upon     exercise price of     securities  
    exercise of     outstanding     remaining  
    outstanding options     options and     available for  
Plan category   and warrants     warrants     future issuance  
Equity compensation plans approved by security holders
    2,193,673     $ 4.28       845,443  
Equity compensation plans not approved by security holders
    88,719     $ 4.28        
 
                   
Total
    2,282,392               845,443  
 
                   
2010 DIRECTOR COMPENSATION
          The following table sets forth the compensation earned by non-employee Directors for their service on the Board of Directors and its committees, as applicable, during the year ended December 31, 2010:
                         
    Fees Earned or   Option    
    Paid in Cash   Awards (1)   Total
David I. Beatson
  $ 38,000     $ 24,579 (2)   $ 62,579  
 
                       
James F. Reilly
    48,000       24,579 (3)     72,579  
 
                       
Dr. Neil W. Jacobs
    38,000       24,579 (4)     62,579  
 
                       
Timothy M. Murray
    32,000       24,579 (5)     56,579  
 
(1)   Represents aggregate grant date fair value computed in accordance with ASC Topic 718.
 
(2)   Mr. Beatson had 35,533 options outstanding as of December 31, 2010.
 
(3)   Mr. Reilly had 31,277 options outstanding as of December 31, 2010.
 
(4)   Dr. Jacobs had 31,277 options outstanding as of December 31, 2010.
 
(5)   Mr. Murray had 46,420 options outstanding as of December 31, 2010.
          In June 1999 the Company adopted a Non-Employee Director Stock Option and Retainer Plan (the “Non-Employee Director Plan”). As amended in June 2010, the Non-Employee Director Plan also provides for the issuance to each non-employee director of options to purchase 10,000 shares of common stock as of the date of each annual meeting of stockholders. During calendar year 2010, each non-employee director received an option to purchase 10,000 shares of common stock with an exercise price of $3.43 per share. In addition, currently, non-employee directors receive an annual retainer fee of $22,000, payable quarterly, a director meeting fee of $2,500 for each board meeting attended and a committee meeting fee of $1,500 for each quarterly Audit Committee meeting attended and also receive fees for participation in certain periodic conference calls. The lead director receives an additional $5,000 for each board meeting attended. The Non-Employee Director Plan permits the payment of such non-employee director retainer fees in shares of Common Stock in lieu of cash.

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