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.
Section 1.19
— Shares
“Shares” shall mean shares of the Company’s Common Stock.