Termination Upon Death or Disability, by Employee (Other Than for Good Reason) or for Cause

Compensation Upon Termination. Following a Change in Control or a Potential Change in Control, upon Separation from Service you shall be entitled to the following benefits.

Compensation Upon Termination. If the Officer's employment is terminated by the Company other than for Cause (and other than for disability as defined under the Company’s then-existing disability compensation programs), or is terminated by the Officer for Good Reason, then

If the Executive’s employment with the Employer is terminated under any provision of Section 5 above, the Employer shall pay or provide to the Executive (or to the Executive authorized representative or estate) # any earned but unpaid Salary, # any vested and accrued, but unpaid, bonus compensation, # any unpaid expense reimbursements, and # any other accrued and vested benefits the Executive may have under any employee benefit plan of the Employer or PFSweb or under any other written agreement between Executive and the Employer or PFSweb, including as set forth on any Schedule attached hereto.

Compensation Upon Termination. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) # any Base Salary earned through the Date of Termination; # unpaid expense reimbursements (subject to, and in accordance with Section 2(d) of this Agreement); # subject to Section 3(b)(ii)(D), unused vacation that accrued through the Date of Termination; and # any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (together, the “Accrued Benefit”) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination.

Compensation upon Separation. In consideration of Employee’s execution, delivery and non-revocation of this Separation Agreement:

Compensation Upon Retirement. In consideration of Executive’s retirement on the Retirement Date and Executive fulfilling his obligations under this Agreement and the Employment Agreement, Executive shall be entitled to the compensation set forth in Sections 4, 5, 6 and 7 of this Agreement. Executive and the Company acknowledge and agree that Executive would not have been entitled to all of said compensation had Executive not executed this Agreement and the Release Agreement (as defined below) and that such items of compensation constitutes consideration sufficient to make this Agreement binding.

Effect of Other Plan Provisions. All of the provisions of the Plan shall apply to the Awards granted automatically pursuant to this Policy, except to the extent such provisions are inconsistent with this Policy.

Impact of Plan Award on other Plans: Awards granted pursuant to the PIP shall not be treated as compensation for purposes of any other compensation or benefit plan, program or arrangement of the Company, unless # such other plan, program or arrangement provides that compensation in the form of awards payable under the PIP are to be considered as compensation thereunder, or # the Committee so determines. The adoption of the PIP shall not affect any other incentive or other compensation plans or programs in effect for the Company, nor shall the PIP preclude the Company from establishing any other forms of incentive or other compensation for employees of the Company.

Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company's or any Affiliate's employee benefit plans.