Section 1.7 Employee
Employee shall mean any employee (as defined in accordance with the regulations and revenue rulings then applicable under Section 3401(c) of the Code) of the Company, or of any
corporation which is then a Subsidiary.
Section 1.8 Exchange Act
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Section 1.9 Non-Qualified Option
Non-Qualified Option shall mean an Option which is not an incentive stock option and is not qualified under Section 422 of the Code.
Section 1.10 Officer
Officer shall mean an officer of the Company, as defined in Rule 16a-1(f) under the Exchange Act, as such Rule may be
amended in the future.
Section 1.11 Option
Option shall mean an option to purchase Common Stock of the Company granted under the Plan.
Section 1.12 Optionee
Optionee shall mean a Director to
whom an Option is granted under the Plan.
Section 1.13 Parent Corporation
Parent Corporation shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the
corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
Section 1.14 Plan
Plan shall mean this Non-Employee
Director Stock Option and Retainer Plan of PFSweb, Inc.
Section 1.15 Retainer
Retainer shall mean the annual cash retainer payable to each Director for services as a member of the Board and any committee
or committees of the Board.
Section 1.16 Rule 16b-3
Rule 16b-3 shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended in the future.
Section 1.17 Secretary
Secretary shall mean the Secretary
of the Company.
Section 1.18 Securities Act
Securities Act shall mean the Securities Act of 1933, as amended.
Shares shall mean shares of the Companys Common Stock.