exv4w1






EXHIBIT 4.1



AMENDMENT NO. 1 TO RIGHTS AGREEMENT



     Amendment No. 1 to Rights Agreement, dated as of May 30, 2008 (this “Amendment No. 1”),
between PFSweb, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services
LLC, a New Jersey limited liability company, as successor to ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company (the
“Rights Agent”).



     WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated
as of June 8, 2000 (“ Rights Agreement”);



     WHEREAS, the Board of Directors of the Company has considered the reasons underlying the
adoption of the Rights Agreement and has determined that those reasons continue to be valid at
present;



     WHEREAS, the Company desires to amend the Rights Agreement on the terms and conditions
hereinafter set forth; and



     WHEREAS, the Board of Directors of the Company has duly authorized this Amendment No. 1.



     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment No. 1, the parties hereby agree as follows:



     1. Amendment to Section 1(a). Section 1(a) of the Rights Agreement is amended and
restated as follows:



     (a) “Acquiring Person” shall mean any Person who, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares then
outstanding, but shall not include (i) the Company, (ii) any wholly owned Subsidiary of the Company
and (iii) any employee benefit plan of the Company or any Subsidiary of the Company, or any entity
holding Common Shares for or pursuant to the terms of any such plan or for purposes of funding or
providing Common Shares to any such Plan (each an “Exempt Person”). Notwithstanding the foregoing,
no Person, together with such Person’s Affiliates and Associates (a “Qualified Shareholder”), shall
be deemed to be an “Acquiring Person” so long as (x) such Qualified Shareholder is the Beneficial
Owner of less than 20% of the Common Shares of the Company then outstanding, and (y) such Qualified
Shareholder reports, or is required to report, such Beneficial Ownership on Schedule 13G under the
Exchange Act or on Schedule 13D under the Exchange Act (or any comparable or successor report),
which Schedule 13D does not state any present intention to (or reserve the right to) hold such
Common Shares with the purpose or effect of changing or influencing the control of the Company, nor
in connection with or as a participant in any transaction having such purpose or effect.
Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an
acquisition of Common Shares by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person to 15% or more (or
in the case of a Qualified Shareholder, 20% or more) of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more
(or in the case of a Qualified Shareholder, 20% or more) of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such share purchases by
the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such
Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who would otherwise be an
“Acquiring Person,” as defined pursuant to the foregoing provision, has become such inadvertently,
and such Person divests as promptly as practicable a sufficient number of Common Shares so that
such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing
provisions, then such Person shall not be deemed to be an “Acquiring Person” for any purposes of
this Agreement.



     2. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby amended
by deleting the term “15%” in such section, and replacing it with the term “20%”.



     3. Amendment to Exhibit C. Exhibit C to the Rights Agreement is hereby amended by
deleting the



 









 





term “15%” in each place in which such term appears in Exhibit C, and replacing it with the term
“20%”.


     4. Other Terms Unchanged. This Amendment No. 1 shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby. The term “Agreement” as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.



     5. Severability. If any term, provision, covenant or restriction of this Amendment No.
1 is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
No. 1 shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.



     6. Governing Law. This Amendment No. 1 shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed entirely within such
State; provided, however, that all provisions regarding the rights, duties and obligations of the
Rights Agent shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed entirely within such State.



     7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.



     8. Descriptive Headings. Descriptive headings of the several Sections of this
Amendment No. 1 are inserted for convenience of reference only and shall not control or affect the
meaning or construction of any of the provisions hereof.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as
of the day and year first above written.



	 	 	 	 	 
	 	PFSWEB, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	MELLON INVESTOR SERVICES LLC,

as Rights Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: