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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 31, 2016

PFSweb, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-28275

75-2837058

(State or other jurisdiction

Of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

505 Millennium Drive

Allen, TX

75013

(Address of principal executive offices)

(zip code)

(972) 881-2900

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Compensation

On March 31, 2016, pursuant to the Company’s 2005 Employee Stock and Incentive Plan, as amended and restated (the “Plan”), the Company issued Performance Shares and Performance-Based Cash Awards or Performance-Based Restricted Stock Units (as such terms are defined in the Plan) (the “2016 Awards”) to the Company’s named executive officers. The determination of the amount of the 2016 Awards which each such individual may receive is subject to, and calculated by reference to, the achievement by the Company of a performance goal measured by the Company’s adjusted EBITDA for the 2016 fiscal year and/or the achievement by each such individual of one or more individual performance goals. The specific amount of the 2016 Awards will be calculated and determined in 2017 upon completion of the Company’s 2016 annual financial statements. Any Performance Shares to be issued under the 2016 Awards are subject to four year vesting based upon continued employment and, for a portion of the Performance Shares, the comparative performance (on an annual and cumulative basis) of the Company’s common stock on NASDAQ compared to the Russell Micro Cap Index.

A copy of the form of 2016 Awards is filed herewith and the foregoing summary of the terms thereof is not complete and is qualified in its entirety by reference thereto, which are incorporated herein by reference.

The foregoing Awards were issued pursuant to the Plan. A copy of the Plan is included in the Company’s Proxy Statement dated April 30, 2012 as filed with the Securities and Exchange Commission on April 30, 2012.

The amount of the 2016 Awards to which the Company’s named executive officers will be entitled, if any, will be disclosed in the Company’s Proxy Statement for its 2017 Annual Meeting or when Item 402 of Regulation S-K otherwise requires such disclosure.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Form of Company Performance-Based Restricted Stock Unit Award Agreement.

10.2		Form of Individual Performance-Based Restricted Stock Unit Award Agreement.

10.3		Form of Company Performance-Based Cash Award Agreement.

10.4		Form of Individual Performance-Based Cash Award Agreement.

10.5		Form of Executive Performance Share Award Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 6, 2016


PFSweb, Inc.

By:		/s/ Thomas J. Madden
Name:		Thomas J. Madden
Title:		Executive Vice President and Chief Financial and Accounting Officer

EXHIBIT INDEX


Exhibit Number		Description

10.1		Form of Company Performance-Based Restricted Stock Unit Award Agreement.

10.2		Form of Individual Performance-Based Restricted Stock Unit Award Agreement.

10.3		Form of Company Performance-Based Cash Award Agreement.

10.4		Form of Individual Performance-Based Cash Award Agreement.

10.5		Form of Executive Performance Share Award Agreement.

EX-10.1

EXHIBIT 10.1

2016 COMPANY PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

THIS COMPANY PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD (this “Agreement”) is made and entered into as of the 31^st day of March, 2016 (the “Grant Date”) by and between (the “Employee”) and PFSweb, Inc., a Delaware corporation (the “Company”), and is issued under and pursuant to the PFSweb, Inc. 2005 Employee Stock and Incentive Plan, as the same may be amended from time to time (the “Plan;” terms defined in the Plan having the same meaning when used herein, except as otherwise defined herein).

NOW, THEREFORE, intending to be legally bound, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

1. Definitions. The following terms (not otherwise defined herein), when used in this Agreement, shall have the following meanings, unless the context clearly requires otherwise (such definitions to be equally applicable to both the singular and plural of the defined terms):

“Adjusted EBITDA” shall mean the amount determined by the Committee as the Company’s “Adjusted EBITDA” for Fiscal Year 2016.

“Base Bonus” shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2016 upon the achievement of the Base Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“Base Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amount so designated as set forth in the individual Award Certificate issued by the Company to the Employee.

“ERISA” shall mean the Employee Retirement Income Security Act of 1986, as amended.

“Fiscal Year” shall mean the 12-consecutive-month period beginning on January 1 and ending on December 31, so that, by way of example, Fiscal Year 2016 shall mean the 12-consecutive-month period beginning on January 1, 2016 and ending on December 31, 2016.

“Fiscal Year Date” shall mean December 31, 2016.

“Stretch Bonus” shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2016 upon the achievement of the Stretch Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“Stretch Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amount so designated as set forth in the individual Award Certificate issued by the Company to the Employee.

“Target Bonus” shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2016 upon the achievement of the Target Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“Target Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amount so designated as set forth in the individual Award Certificate issued by the Company to the Employee.

2. Restricted Stock Units. The number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be determined as follows:

(a) Base Bonus. If the Base Bonus Target, but neither the Target Bonus Target nor the Stretch Bonus Target, is achieved, the number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be the Base Bonus. If the Base Bonus Target is not achieved, the Employee shall not be entitled to any Restricted Stock Units under this Agreement.

(b) Target Bonus. If the Target Bonus Target, but not the Stretch Bonus Target, is achieved, the number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be the Target Bonus.

(c) Stretch Bonus. If the Stretch Bonus Target is achieved, the number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be the Stretch Bonus.

3. Determination of Target Achievement. The Committee, in its sole and absolute discretion, shall determine when, whether, and if so, the extent to which, the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as applicable, has been achieved. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable in Fiscal Year 2017.

4. Vesting of Restricted Stock Units; Forfeiture. The Employee shall have no vested right in the Restricted Stock Units unless the Committee certifies that the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as applicable, has been achieved. Such achievement, as evidenced by such certification by the Committee, shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such certification is made, and that the Employee is employed by the Company as of the Fiscal Year Date, vesting of the number of Restricted Stock Units to which the Employee may be entitled hereunder shall occur as of the day following the Fiscal Year Date. If, prior to the Fiscal Year Date, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of any and all Restricted Stock Units hereunder.

5. Adjustment of Restricted Stock Units. If the Employee’s employment by the Company is terminated between the Grant Date and the Fiscal Year Date, other than termination by the Company for Cause or the voluntary termination by the Employee other than for Good Reason, the Employee shall be entitled to a portion of the Restricted Stock Units equal to the number of Restricted Stock Units which the Employee would have received hereunder, but for the termination of employment, multiplied by a fraction, the numerator of which is the number of days in Fiscal Year 2016 in which the Employee is employed by the Company and the denominator of which is 366.

6. Settlement of Restricted Stock Units.

(a) Each Restricted Stock Unit represents the right to receive one share of Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

(b) Subject to the provisions hereof, promptly following the determination set forth in Section 3 above, and in any event no later than no later than the last day of Fiscal Year 2017, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest whole share); and (ii) enter the Employee’s name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Employee.

(c) If the Employee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Employee becomes eligible for settlement of the Restricted Stock Units upon his/her “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (i) the date that is six months following the Employee’s separation from service and (ii) the Employee’s death.

(d) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Employee and all of the Employee’s rights to such shares shall immediately terminate without any payment or consideration by the Company.

(e) The Employee shall have no rights in, to or under the shares of Stock to be issued upon the vesting of the Restricted Stock Units unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares.

(f) Upon vesting of the Restricted Stock Units, the Company may issue stock certificates or evidence the Employee’s interest therein by using a book entry account with the Company’s transfer agent.

7. Provisions of Plan.

(a) Adjustments. If any change is made to the outstanding Stock or the capital structure of the Company, the shares of Stock to be issued hereunder shall be adjusted or terminated in any manner as contemplated by Article 16 of the Plan.

(b) Tax Liability and Withholding. The Employee shall be required to pay to the Company, and the Company shall have the right to deduct from the shares of Stock to be issued upon the vesting of the Restricted Stock Units, the amount of any required withholding taxes in respect of the shares of Stock to be issued upon the vesting of the Restricted Stock Units and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes.

(c) Except as provided herein, the provisions of this Agreement shall be subject to the provisions of the Plan, which are hereby incorporated herein by reference and made part hereof. The Employee acknowledges and agrees that he or she has been provided with and has read the Plan and understands the provisions thereof. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall take precedence, other than for such provisions of the Plan which, by their terms, are subject to the provisions of an Award Certificate.

8. No ERISA Plan. Neither this Agreement nor the award of the Restricted Stock Units hereunder shall be construed by any party as being subject to any provisions of ERISA, and shall not be so subject. Without in any way limiting the generality of the foregoing, the Restricted Stock Units awarded hereunder shall constitute a mere unfunded promise to pay by the Company and a bonus program within the meaning of Department of Labor Regulation Section 2510.3-2(c) promulgated under ERISA.

9. Compliance with Law. The issuance of shares of Stock hereunder shall be subject to compliance by the Company and the Employee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Stock may be listed. No shares of Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

10. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Employee under this Agreement shall be in writing and addressed to the Employee at the Employee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

11. Parachute Payments and Parachute Awards. If the Employee is a “disqualified individual,” as defined in paragraph (c) of Code Section 280G, then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore entered into by the Employee and the Company (an “Other Agreement”), except an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (a “280G Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (or an employee group of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), any right the Employee has in respect of payment under this Agreement, any Other Agreement or any Benefit Arrangement will be reduced or eliminated: (a) to the extent that such right to payment, taking into account all other rights, payments, or benefits to or for the Employee under all Other Agreements and all Benefit Arrangements, would cause the payment to Employee under this Agreement to be considered a “parachute payment” within the meaning of paragraph (b)(2) of Code Section 280G as then in effect (a “Parachute Payment”); and (b) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts the Employee is entitled to receive from the Company under all Other Agreements and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. The Company will accomplish such reduction in a manner to be mutually agreed with, and most beneficial for, the Employee. The foregoing shall not be interpreted so as to restrict, reduce, amend or modify any of the existing terms and provisions of any 280G Agreement to which the Employee and the Company may be a party and any payment hereunder shall be entitled to the benefits thereof.

12. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect the remaining provisions of this Agreement, which shall be enforced to the maximum extent permitted under applicable law.

13. Modification. Subject to the provisions of the Plan, this Agreement may be modified only in writing pursuant to an agreement by and between the Company and the Employee.

14. Headings. The headings contained herein are for convenience of reference only and shall not be construed by any party as having any substantive significance.

15. Clawback. Notwithstanding any other provisions in this Agreement, this Award is subject to recovery under any current or future law, government regulation or stock exchange listing requirement, and is subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company at any time pursuant to any such law, government regulation or stock exchange listing requirement).

16. Section 409A of the Code. It is intended that all payments under this Agreement qualify as short-term deferrals exempt from the requirements of Section 409A of the Code. In the event that any payment hereunder does not qualify for treatment as an exempt short-term deferral, it is intended that such payment shall be paid in a manner that satisfies the requirements of Section 409A of the Code. This Agreement shall be interpreted and construed accordingly.

17. Execution and Counterparts. This Agreement shall be deemed executed and delivered by the parties upon the execution of the individual Award Certificate issued to the Employee in connection herewith, which Award Certificate shall be executed by an authorized officer of the Company and may be executed in any number of counterparts, each of which shall be deemed an original, and shall be effective when a counterpart thereof has been received from both parties.

EX-10.2

EXHIBIT 10.2

2016 INDIVIDUAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

THIS INDIVIDUAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD (this “Agreement”) is made and entered into as of the 31^st day of March, 2016 (the “Grant Date”) by and between (the “Employee”) and PFSweb, Inc., a Delaware corporation (the “Company”), and is issued under and pursuant to the PFSweb, Inc., 2005 Employee Stock and Incentive Plan, as the same may be amended from time to time (the “Plan;” terms defined in the Plan having the same meaning when used herein, except as otherwise defined herein).

NOW, THEREFORE, intending to be legally bound, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

“Adjusted EBITDA” shall mean the amount determined by the Committee as the Company’s “Adjusted EBITDA” for Fiscal Year 2016.

“ERISA” shall mean the Employee Retirement Income Security Act of 1986, as amended.

“Fiscal Year Date” shall mean December 31, 2016.

“Individual Performance Goal(s)” shall mean the Individual Performance Goal(s) for the Employee in respect of Fiscal Year 2016 set forth in the individual Award Certificate issued by the Committee to the Employee.

“Individual Performance Goal Percentage” The percentage assigned to each Individual Performance Goal (all of which together shall equal one hundred percent (100%)). If there is only one Individual Percentage Goal, the Individual Performance Goal Percentage shall be one hundred percent (100%).

“Target Bonus” shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2016 upon the achievement of all of the Individual Performance Goal(s) as set forth in the individual Award Certificate issued by the Company to the Employee.

2. Restricted Stock Units. The number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be determined as follows:

(a) If the Base Bonus Target is achieved, the number of Restricted Stock Units to which the Employee shall be entitled hereunder shall be the Target Bonus multiplied by the Individual Performance Goal Percentage for each Individual Performance Goal which has been achieved.

(b) If the Base Bonus Target is not achieved, the Employee shall not be entitled to any Restricted Stock Unit Award under this Agreement, regardless of the achievement of any Individual Performance Goal.

(c) If no Individual Performance Goal(s) have been achieved, the Employee shall not be entitled to any Restricted Stock Unit Award under this Agreement, regardless of the achievement of the Base Bonus Target.

3. Determination of Achievement.

(a) The Committee, in its sole and absolute discretion, shall determine when, whether, and if so, the extent to which, the Base Bonus Target has been achieved. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable in Fiscal Year 2017.

(b) The Committee (if the Employee is the Chief Executive Officer of the Company) or, for any other Employee (if so designated by the Committee), the Chief Executive Officer of the Company, shall determine when, whether, and if so, the extent to which, the Individual Performance Goals have been achieved. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable in Fiscal Year 2017.

4. Vesting of Restricted Stock Units; Forfeiture. The Employee shall have no vested right in the Restricted Stock Units unless the requirements of Section 3(a) and 3(b) have been met. Such achievement shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such requirements have been met, and that the Employee is employed by the Company as of the Fiscal Year Date, vesting of the number of Restricted Stock Units to which the Employee may be entitled hereunder shall occur as of the day following the Fiscal Year Date. If, prior to the Fiscal Year Date, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of any and all Restricted Stock Units hereunder.

5. Adjustment of Restricted Stock Units. Notwithstanding the foregoing, if the Employee’s employment by the Company is terminated between the Grant Date and the Fiscal Year Date, other than termination by the Company for Cause or the voluntary termination by the Employee other than for Good Reason, then, provided the Base Bonus target has been achieved, the Employee shall be entitled to a portion of the Restricted Stock Units equal to the number of Restricted Stock Units which the Employee would have received hereunder, but for the termination of employment, multiplied by a fraction, the numerator of which is the number of days in Fiscal Year 2016 in which the Employee is employed by the Company and the denominator of which is 366.

6. Settlement of Restricted Stock Units.

7. Provisions of Plan.

13. Modification. Subject to the provisions of the Plan, this Agreement may be modified only in writing pursuant to an agreement by and between the Company and the Employee.

14. Headings. The headings contained herein are for convenience of reference only and shall not be construed by any party as having any substantive significance.

EX-10.3

EXHIBIT 10.3

2016 COMPANY PERFORMANCE-BASED CASH AWARD

THIS COMPANY PERFORMANCE-BASED CASH AWARD (this “Agreement”) is made and entered into as of the 31^st day of March, 2016 (the “Grant Date”) by and between (the “Employee”) and PFSweb, Inc., a Delaware corporation (the “Company”), and is issued under and pursuant to the PFSweb, Inc., 2005 Employee Stock and Incentive Plan, as the same may be amended from time to time (the “Plan;” terms defined in the Plan having the same meaning when used herein, except as otherwise defined herein).

NOW, THEREFORE, intending to be legally bound, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

“Adjusted EBITDA” shall mean the amount determined by the Committee as the Company’s “Adjusted EBITDA” for Fiscal Year 2016.

“Base Bonus” shall mean the Performance-Based Cash Award payable to the Employee in respect of Fiscal Year 2016 upon the achievement of the Base Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“ERISA” shall mean the Employee Retirement Income Security Act of 1986, as amended.

“Fiscal Year Date” shall mean December 31, 2016.

“Stretch Bonus” shall mean the Performance-Based Cash Award payable to the Employee in respect of Fiscal Year 2016 upon the achievement of the Stretch Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“Stretch Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Company to the Employee.

“Target Bonus” shall mean the Performance-Based Cash Award payable to the Employee in respect of Fiscal Year 2016 upon the achievement of the Target Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee.

“Target Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Company to the Employee.

2. Performance-Based Cash Award. The amount of the Performance-Based Cash Award payable to the Employee hereunder shall be determined as follows:

(a) Base Bonus. If the Base Bonus Target, but neither the Target Bonus Target nor the Stretch Bonus Target, is achieved, the Performance-Based Cash Award payable to the Employee hereunder shall be the Base Bonus. If the Base Bonus Target is not achieved, the Employee shall not be entitled to payment of any Performance-Based Cash Award under this Agreement.

(b) Target Bonus. If the Target Bonus Target, but not the Stretch Bonus Target, is achieved, the Performance-Based Cash Award payable to the Employee hereunder shall be the Target Bonus.

(c) Stretch Bonus. If the Stretch Bonus Target is achieved, the Performance-Based Cash Award payable to the Employee hereunder shall be the Stretch Bonus.

4. Vesting of Performance-Based Cash Award; Forfeiture. The Employee shall have no vested right in the Performance-Based Cash Award unless the Committee certifies that the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as applicable, has been achieved. Such achievement, as evidenced by such certification by the Committee, shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such certification is made, and that the Employee is employed by the Company as of the Fiscal Year Date, vesting shall occur as of the day following the Fiscal Year Date. If, prior to the Fiscal Year Date, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of the Performance-Based Cash Award otherwise payable hereunder.

5. Adjustment of Performance-Based Cash Award. If the Employee’s employment by the Company is terminated between the Grant Date and the Fiscal Year Date, other than termination by the Company for Cause or the voluntary termination by the Employee other than for Good Reason, the Employee shall be entitled to payment of a portion of the Performance-Based Cash Award equal to the amount of the Performance-Based Cash Award which the Employee would have received hereunder, but for the termination of employment, multiplied by a fraction, the numerator of which is the number of days in Fiscal Year 2016 in which the Employee is employed by the Company and the denominator of which is 366.

6. Payment of Performance-Based Cash Award. Payment of the Performance-Based Cash Award shall be made in a single lump sum in cash, less all applicable withholdings, no later than April 14, 2017. In no event shall payment of the Performance-Based Cash Award be made later than the last day of Fiscal Year 2017.

7. Provisions of Plan. Except as provided herein, the provisions of this Agreement shall be subject to the provisions of the Plan, which are hereby incorporated herein by reference and made part hereof. The Employee acknowledges and agrees that he or she has been provided with and has read the Plan and understands the provisions thereof. In the event of any conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall take precedence, other than for such provisions of the Plan which, by their terms, are subject to the provisions of an Award Certificate.

8. No ERISA Plan. Neither this Agreement nor the award of the Performance-Based Cash Award hereunder shall be construed by any party as being subject to any provisions of ERISA, and shall not be so subject. Without in any way limiting the generality of the foregoing, the Performance-Based Cash Award awarded hereunder shall constitute a mere unfunded promise to pay by the Company and a bonus program within the meaning of Department of Labor Regulation Section 2510.3-2(c) promulgated under ERISA.

9. [deleted].

13. Modification. Subject to the provisions of the Plan, this Agreement may be modified only in writing pursuant to an agreement by and between the Company and the Employee.

14. Headings. The headings contained herein are for convenience of reference only and shall not be construed by any party as having any substantive significance.

EX-10.4

EXHIBIT 10.4

2016 INDIVIDUAL PERFORMANCE-BASED CASH AWARD

THIS INDIVIDUAL PERFORMANCE-BASED CASH AWARD (this “Agreement”) is made and entered into as of the 31^st day of March, 2016 (the “Grant Date”) by and between (the “Employee”) and PFSweb, Inc., a Delaware corporation (the “Company”), and is issued under and pursuant to the PFSweb, Inc. 2005 Employee Stock and Incentive Plan, as the same may be amended from time to time (the “Plan;” terms defined in the Plan having the same meaning when used herein, except as otherwise defined herein).

NOW, THEREFORE, intending to be legally bound, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

“Adjusted EBITDA” shall mean the amount determined by the Committee as the Company’s “Adjusted EBITDA” for Fiscal Year 2016.

“ERISA” shall mean the Employee Retirement Income Security Act of 1986, as amended.

“Fiscal Year Date” shall mean December 31, 2016.

“Target Bonus” shall mean the Performance-Based Cash Award payable to the Employee in respect of Fiscal Year 2016 upon the achievement of all of the Individual Performance Goal(s) as set forth in the individual Award Certificate issued by the Company to the Employee.

2. Performance-Based Cash Award. The amount of the Performance-Based Cash Award payable to the Employee hereunder shall be determined as follows:

(a) If the Base Bonus Target is achieved, the Performance-Based Cash Award payable to the Employee hereunder shall be the Target Bonus multiplied by the Individual Performance Goal Percentage for each Individual Performance Goal which has been achieved.

(b) If the Base Bonus Target is not achieved, the Employee shall not be entitled to payment of any Performance Based Cash Award under this Agreement, regardless of the achievement of any Individual Performance Goal.

(c) If no Individual Performance Goal(s) have been achieved, the Employee shall not be entitled to payment of any Performance-Based Cash Award under this Agreement, regardless of the achievement of the Base Bonus Target.

3. Determination of Achievements. The Committee, in its sole and absolute discretion, shall determine when, whether, and if so, the extent to which, the Base Bonus Target has been achieved. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable in Fiscal Year 2017. The Chief Executive Officer of the Company, or any designee (other than the Employee) thereof, shall determine when, whether, and if so, the extent to which, the Individual Performance Goals have been achieved. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable in Fiscal Year 2017.

4. Vesting of Performance-Based Cash Award; Forfeiture. The Employee shall have no vested right in the Performance-Based Cash Award unless the requirements of Section 3 have been met. Such achievement shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such requirements have been met, and that the Employee is employed by the Company as of the Fiscal Year Date, vesting shall occur as of the day following the Fiscal Year Date. If, prior to the Fiscal Year Date, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of the Performance-Based Cash Award otherwise payable hereunder.

5. Adjustment of Performance-Based Cash Award. Notwithstanding any provision of this Agreement to the contrary, if (i) the Employee’s employment by the Company is terminated between the Grant Date and the Fiscal Year Date, other than termination by the Company for Cause or the voluntary termination by the Employee other than for Good Reason, (ii) the Base Bonus target has been achieved, and (iii) one or more Individual Performance Goals have been achieved as provided herein, then, in such event, the Employee shall be entitled to payment of a portion of the Performance-Based Cash Award equal to the amount of the Performance-Based Cash Award which the Employee would have received hereunder, but for the termination of employment, multiplied by a fraction, the numerator of which is the number of days in Fiscal Year 2016 in which the Employee is employed by the Company and the denominator of which is 366.

9. [deleted].

13. Modification. Subject to the provisions of the Plan, this Agreement may be modified only in writing pursuant to an agreement by and between the Company and the Employee.

14. Headings. The headings contained herein are for convenience of reference only and shall not be construed by any party as having any substantive significance.

EX-10.5

EXHIBIT 10.5

2016 EXECUTIVE PERFORMANCE SHARE AWARD AGREEMENT

PFSWEB, INC. 2005 EMPLOYEE STOCK AND INCENTIVE PLAN

THIS PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”) is made and entered into as of the 31st day of March, 2016 (the “Grant Date”) by and between (the “Employee”) and PFSweb, Inc., a Delaware corporation (the “Company”), and is issued under and pursuant to the PFSweb, Inc., 2005 Employee Stock and Incentive Plan, as the same may be amended from time to time (the “Plan;” terms defined in the Plan having the same meaning when used herein, except as otherwise defined herein).

NOW, THEREFORE, intending to be legally bound, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

“Adjusted EBITDA” shall mean the amount determined by the Committee as the Company’s “Adjusted EBITDA” for Fiscal Year 2016.

“Annual Closing Price” shall mean, for any Fiscal Year or Performance Period, the product obtained by multiplying (i) the quotient obtained by dividing the Average Closing Price by the Opening Price, by (ii) 100.

“Annual Index Targets” shall mean the First Annual Index target, the Second Annual Index target, the Third Annual Index Target and the Fourth Annual Index Target.

“Average Closing Price” shall mean, for any Fiscal Year or Performance Period, the simple arithmetic average of the daily volume-weighted average price (“VWAP”) for the Stock on NASDAQ during the 20 consecutive trading days ending on and including the last day of the Fiscal Year or Performance Period.

“Average Index Closing Price” shall mean, for any Fiscal Year or Performance Period, the simple arithmetic average of the closing index values of the Index as reported by Bloomberg or other similar reporting service during the 20 consecutive trading days ending on and including the last day of the Fiscal Year or Performance Period.

“Base Bonus” shall mean the Performance Shares payable to the Employee in respect of Fiscal Year 2016 upon the achievement of the Base Bonus Target as set forth in the individual Award Certificate issued by the Committee to the Employee.

“Base Bonus Target” shall mean Adjusted EBITDA for Fiscal Year 2016 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Committee to the Employee.

“Cumulative Index Targets,” shall mean the First Cumulative Index Target, the Second Cumulative Index Target, the Third Cumulative Index Target and the Fourth Cumulative Index Target as set forth below, which shall be deemed achieved for the Performance Periods set forth below if (i) for the First Cumulative Index Target, the Annual Closing Price equals or exceeds the Index Closing Price within the corresponding ranges set forth below, and (ii) for Cumulative Index Targets other than the First Cumulative Index Target, the Annual Closing Price exceeds the Index Closing Price within the corresponding ranges set forth below.


Cumulative Index Target	First Performance Period	Second Performance Period	Third Performance Period	Fourth Performance Period
First Cumulative Index Target	0.00 – 1.874	0.00 – 4.374	0.00 – 6.874	0.00 – 9.374
Second Cumulative Index Target	1.875 – 3.74	4.375 – 8.74	6.875 – 13.74	9.375 – 18.74
Third Cumulative Index Target	3.75 – 5.624	8.75 – 13.124	13.75 – 20.624	18.75 – 28.124
Fourth Cumulative Index Target	5.625 or more	13.125 or more	20.625 or more	28.125 or more

“ERISA” shall mean the Employee Retirement Income Security Act of 1986, as amended.

“First Annual Index Target” shall mean, for Fiscal Year 2016, the Annual Closing Price equals the Index Closing Price or exceeds the Index Closing Price by up to, but not including 1.875, and for any other Fiscal Year, the Annual Closing Price equals or exceeds the Index Closing Price by up to, but not including, 2.50.

“First Performance Period” shall mean the 2016 Fiscal Year.

“Fiscal Year Date” shall mean December 31, 2016.

“Fourth Annual Index Target” shall mean, for Fiscal Year 2016, the Annual Closing Price exceeds the Index Closing Price by 5.625 or more, and for any other fiscal Year, the Annual Closing Price exceeds the Index Closing Price by 7.5 or more.

“Fourth Performance Period” shall mean the period beginning on January 1, 2016 and ending on December 31, 2019.

“Index” shall mean the Russell Microcap Index, as issued by Russell Investments, Inc., or, if such Index is no longer published or the Committee determines that such Index no longer appropriately represents the Company’s peer group (as measured by market capitalization), such other index as the Committee shall determine in its sole discretion.

“Index Closing Price” shall mean, for any Fiscal Year or Performance Period, the product obtained by multiplying (i) the quotient obtained by dividing the Average Index Closing Price by the Opening Index Price, by (ii) 100.

“Opening Price” shall mean (i) Thirteen Dollars and Twenty Cents ($13.20) for purposes of determining the Annual Index Targets for Fiscal Year 2016 and the Cumulative Index Targets and (ii) for purposes of determining the Annual Index Targets for any Fiscal Year other than Fiscal Year 2016, the Average Closing Price for the immediately preceding Fiscal Year.

“Opening Index Price” shall mean (i) $422.90 for purposes of determining the Annual Index Targets for Fiscal Year 2016 and the Cumulative Index Targets and (ii) for purposes of determining the Annual Index Targets for any Fiscal Year other than Fiscal Year 2016, the Average Index Closing Price for the immediately preceding Fiscal Year.

“Performance Period” shall mean the First Performance Period, the Second Performance Period, the Third Performance Period or the Fourth Performance Period, as applicable.

“Second Annual Index Target” shall mean, for Fiscal Year 2016, the Annual Closing Price exceeds the Index Closing Price by 1.875 or more up to, but not including 3.75, and for any other Fiscal Year, the Annual Closing Price exceeds the Index Closing Price by 2.5 or more, up to, but not including, 5.0.

“Second Performance Period” shall mean the period beginning on January 1, 2016 and ending on December 31, 2017.

“Stretch Bonus” shall mean the Performance Shares payable to the Employee in respect of Fiscal Year 2016 upon the achievement of the Stretch Bonus Target as set forth in the individual Award Certificate issued by the Committee to the Employee.

“Target Bonus” shall mean the Performance Shares payable to the Employee upon the achievement of the Target Bonus Target as set forth in the individual Award Certificate issued by the Committee to the Employee.

“Third Annual Index Target” shall mean, for Fiscal Year 2016, the Annual Closing Price exceeds the Index Closing Price by 3.75 or more up to, but not including 5.625, and for any other Fiscal Year, the Annual Closing Price exceeds the Index Closing Price by 5.0 or more, up to, but not including, 7.5.

“Third Performance Period” shall mean the period beginning on January 1, 2016 and ending on December 31, 2018.

2. Performance Shares. The number of Performance Shares payable to the Employee hereunder shall be determined as follows:

(a) Base Bonus. If the Base Bonus Target, but neither the Target Bonus Target nor the Stretch Bonus Target, is achieved, the number of Performance Shares payable to the Employee hereunder shall be the Base Bonus. If the Base Bonus Target is not achieved, the Employee shall not be entitled to payment of any Performance Shares under this Agreement.

(b) Target Bonus. If the Target Bonus Target, but not the Stretch Bonus Target, is achieved, the number of Performance Shares payable to the Employee hereunder shall be the Target Bonus.

(c) Stretch Bonus. If the Stretch Bonus Target is achieved, the number of Performance Shares payable to the Employee hereunder shall be the Stretch Bonus.

4. Vesting of Performance Shares; Forfeiture. Each Performance Share represents an unfunded, unsecured promise by the Company to provide the Employee with the Performance Shares set forth herein, subject to the satisfaction of the vesting and other terms and conditions set forth herein. The Employee shall have no vested right in the Performance Shares unless the Committee certifies to the Board that the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as applicable, has been achieved. Such achievement, as evidenced by such certification by the Committee, shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such certification is made, the Performance Shares shall vest and be issued and payable as follows:

4.1 Employment Vesting. A number of Performance Shares equal to one-half (1/2) of the number of Performance Shares payable hereunder shall vest in four (4) equal installments (each, an “Employment Vesting Installment”), commencing on January 1, 2017 and on each January 1 thereafter, so that the Employment Vesting Installment for Fiscal Year 2016 shall vest on January 1, 2017, the Employment Vesting Installment for Fiscal Year 2017 shall vest on January 1, 2018, the Employment Vesting Installment for Fiscal Year 2018 shall vest on January 1, 2019, and the Employment Vesting Installment for Fiscal Year 2019 shall vest on January 1, 2020; provided that, for each such Employment Vesting Installment, as applicable, the Employee is employed by the Company as of the last day of the Fiscal Year, as applicable, for the corresponding Employment Vesting Installment for such Fiscal Year.

4.2 Annual Index Vesting. A number of Performance Shares equal to one-fourth (1/4) of the Performance Shares payable hereunder shall vest in four (4) equal installments (each, an “Annual Index Vesting Installment”), commencing on January 1, 2017 and on each of January 1 thereafter, so that the Annual Index Vesting Installment for Fiscal Year 2016 shall vest on January 1, 2017, the Annual Index Vesting Installment for Fiscal Year 2017 shall vest on January 1, 2018, the Annual Index Vesting Installment for Fiscal Year 2018 shall vest on January 1, 2019, and the Annual Index Vesting Installment for Fiscal Year 2019 shall vest on January 1, 2020; provided that, for each such Annual Index Vesting Installment, as applicable:

(a) the Employee is employed by the Company as of the last day of the Fiscal Year, as applicable, for the corresponding Annual Index Vesting Installment for such Fiscal Year; and

(b) for each applicable Fiscal Year: (i) the First Annual Index Target is achieved, in which event the corresponding Annual Index Vesting Installment shall vest as to twenty-five percent (25%) of the Performance Shares subject thereto and the remaining seventy five percent (75%) of such Annual Index Vesting Installment shall be forfeited; (ii) the Second Annual Index Target is achieved, in which event the corresponding Annual Index Vesting Installment shall vest as to fifty percent (50%) of the Performance Shares subject thereto and the remaining fifty percent (50%) of such Annual Index Vesting Installment shall be forfeited; (iii) the Third Annual Index Target is achieved, in which event the corresponding Annual Index Vesting Installment shall vest as to seventy-five percent (75%) of the Performance Shares subject thereto and the remaining twenty-five percent (25%) of such Annual Index Vesting Installment shall be forfeited; or (iv) the Fourth Annual Index Target is achieved, in which event the corresponding Annual Index Vesting Installment shall vest as to one hundred percent (100%) of the Performance Shares subject thereto.

The Annual Index Vesting Installment for any Fiscal Year shall not vest and shall be forfeited if none of the Annual Index Targets is achieved for such Fiscal Year.

4.3 Cumulative Index Vesting. A number of Performance Shares equal to one-fourth (1/4) of the Performance Shares payable hereunder shall vest in four (4) equal installments (each, a “Cumulative Index Vesting Installment”), commencing on January 1, 2017 and on each January 1 thereafter, so that the Cumulative Index Vesting Installment for Fiscal Year 2016 shall vest on January 1, 2017, the Cumulative Index Vesting Installment for Fiscal Year 2017 shall vest on January 1, 2018, the Cumulative Index Vesting Installment for Fiscal Year 2018 shall vest on January 1, 2019, and the Cumulative Index Vesting Installment for Fiscal Year 2019 shall vest on January 1, 2020; provided that, for each such Cumulative Index Vesting Installment, as applicable:

(a) the Employee is employed by the Company as of the last day of the Fiscal Year, as applicable, for the corresponding Cumulative Index Vesting Installment for such Fiscal Year; and

(b) for each Fiscal Year whose last day corresponds to the last day of a Performance Period, as to the Cumulative Index Target Vesting Installment for such Fiscal Year: (i) the First Cumulative Index Target is achieved, in which event the corresponding Cumulative Index Vesting Installment shall vest as to twenty-five percent (25%) of the Performance Shares subject thereto and the remaining seventy five percent (75%) of such Cumulative Index Vesting Installment shall be forfeited; (ii) the Second Cumulative Index Target is achieved, in which event the corresponding Cumulative Index Vesting Installment shall vest as to fifty percent (50%) of the Performance Shares subject thereto and the remaining fifty percent (50%) of such Cumulative Index Vesting Installment shall be forfeited; (iii) the Third Cumulative Index Target is achieved, in which event the corresponding Cumulative Index Vesting Installment shall vest as to seventy-five percent (75%) of the Performance Shares subject thereto and the remaining twenty-five percent (25%) of such Cumulative Index Vesting Installment shall be forfeited; or (iv) the Fourth Cumulative Index Target is achieved, in which event the corresponding Cumulative Index Vesting Installment shall vest as to one hundred percent (100%) of the Performance Shares subject thereto.

The Cumulative Index Vesting Installment for any Fiscal Year shall not vest and shall be forfeited if none of the Cumulative Index Targets is achieved for such Fiscal Year.

4.4 The Committee, in its sole and absolute discretion, shall determine when, whether, and if so, the extent to which, the vesting conditions set forth in Sections 4.1, 4.2 and 4.3 have been satisfied. Such determination, which shall be final and binding on all parties, shall be certified in writing as soon as administratively practicable following the last day of each Fiscal Year.

4.5 If, at any time, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of the then unvested Performance Shares otherwise payable hereunder.

4.6 Notwithstanding the foregoing, but subject to the achievement of the Base Bonus Target, Target Bonus Target or Stretch Bonus Target, as set forth above, if the Employee’s employment by the Company is terminated by the Company without Cause, or terminated by the Employee for Good Reason, or terminated due to death or Disability of the Employee, then, for the Fiscal Year in which such termination occurs, a portion of the Employment Vesting Installment for such Fiscal Year shall be deemed vested as of the date of termination, such portion to be equal to the Employment Vesting Installment for such Fiscal Year, multiplied by a fraction, the numerator of which is the number of days in such Fiscal Year in which the Employee is employed by the Company and the denominator of which is 366.

5. Payment of Performance Shares. Payment of the Performance Shares shall be made by book-entry or, if the Employee so directs the Company not later than 10 days prior to the issuance thereof,

by the issuance of one or more certificates, less all applicable withholdings, within 120 days after the last day of the applicable Fiscal Year. The Employee acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Employee any federal, state or local taxes of any kind required by law to be withheld with respect to the grant or vesting, as applicable, of the Performance Shares.

6. No Rights as Shareholder. The Employee shall have no rights to any of the Performance Shares issuable hereunder unless and until all vesting and other conditions set forth herein have been fully satisfied, as determined by the Committee in its good faith judgment. Until the Performance Shares are vested, neither the Performance Shares nor any of the rights relating thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Performance Shares or any of the rights related thereto prior to the vesting of such Performance Shares shall be wholly ineffective and shall not be recognized by the Company for any purpose, except that any Performance Shares which, pursuant to the terms hereof, vest following the death or Disability of the Employee may be paid to the Employee’s heirs, estate, agents, beneficiaries or assigns.

8. No ERISA Plan. Neither this Agreement nor the award of the Performance-Shares hereunder shall be construed by any party as being subject to any provisions of ERISA, and shall not be so subject. Without in any way limiting the generality of the foregoing, the Performance Shares awarded hereunder shall constitute a mere unfunded promise to pay by the Company and a bonus program within the meaning of Department of Labor Regulation Section 2510.3-2(c) promulgated under ERISA.

9. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Employee under this Agreement shall be in writing and addressed to the Employee at the Employee’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

10. Change in Control. Notwithstanding anything contained herein, all unvested Performance Shares shall accelerate and immediately vest upon the occurrence of a Change in Control, such acceleration and vesting to be deemed to have occurred at such time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record as of the effective date and time of the Change in Control. For purposes of this paragraph, the term “unvested Performance Shares” shall mean, (i) as of any date of determination following the last day of Fiscal Year 2016, the maximum number of Performance Shares then payable hereunder or subject to vesting hereunder, as determined under Section 2 above, assuming that all conditions to issuance and vesting hereunder have been satisfied and (ii) as of any date of determination prior to or as of the last day of Fiscal Year 2016, the maximum number of Performance Shares then payable hereunder or subject to vesting hereunder, as determined under Section 2 above, assuming that the minimum Target Bonus Target has been achieved and all conditions to issuance and vesting hereunder have been satisfied.

11. Parachute Payments and Parachute Awards. If the Employee is a “disqualified individual,” as defined in paragraph (c) of Code Section 280G, then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore entered into by the Employee and the Company (an “Other Agreement”), except an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (a “280G Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (or an employee group of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), any right the Employee has in respect of payment under this Agreement, any Other Agreement or any Benefit Arrangement will be reduced or eliminated: (a) to the extent that such right to payment, taking into account all other rights, payments, or benefits to or for the Employee under all Other Agreements and all Benefit Arrangements, would cause the payment to Employee under this Agreement to be considered a “parachute payment” within the meaning of paragraph (b)(2) of Code Section 280G as then in effect (a “Parachute Payment”); and (b) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts the Employee is entitled to receive from the Company under all Other Agreements and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. The Company will accomplish such reduction in a manner to be mutually agreed with, and most beneficial for, the Employee. The foregoing shall not be interpreted so as to restrict, reduce, amend or modify any of the existing terms and provisions of any 280G Agreement to which the Employee and the Company may be a party, and any payment hereunder shall be entitled to the benefits thereof.

13. Modification. Subject to the provisions of the Plan, this Agreement may be modified only in writing pursuant to an agreement by and between the Company and the Employee.

14. Headings. The headings contained herein are for convenience of reference only and shall not be construed by any party as having any substantive significance.