exv10w6






Exhibit 10.6




PFSweb, Inc. 2009 Management Bonus Plan




     WHEREAS, PFSweb, Inc. (the “Company”) has adopted and authorized the PFSweb, Inc. 2005
Employee Stock and Incentive Plan (the “Plan;” terms defined in the Plan having the same meaning
when used herein); and



     WHEREAS, the Plan provides for the issuance of Performance-Based Cash Awards to be paid upon
achievement of such performance goals as the Committee establishes, from time to time, with regard
to such Awards; and



     WHEREAS, the Committee has determined it is in the best interests of the Company to adopt this
2008 Management Bonus Plan (the “Bonus Plan”) to set forth the performance goals for the issuance
of Performance-Based Cash Awards under the Plan for fiscal year 2009;



     NOW, THEREFORE, the Committee hereby adopts, authorizes and approves the following:



     I. Purpose and Terms of the Bonus Plan:



     A. The Bonus Plan has been established by the Committee pursuant to the Plan to attract,
motivate, retain, and reward the Company’s chief executive officer and other executive officers,
officers and senior management for assisting the Company in achieving its operational goals through
exceptional performance.



     B. Under the terms of the Bonus Plan, Performance-Based Cash Awards, if any, will be awarded
to the Chief Executive Officer and other executive officers, officers and senior management based
on, and subject to, the achievement of the following performance goal. The performance goal shall
be for the Company to exceed, on a quarterly basis, the corresponding projected quarterly earnings
before interest, taxes, depreciation and amortization (EBITDA) contained in the Company’s annual
budget (or, in case of a budgeted operating loss, to reduce the operating loss below the budgeted
operating loss).



     C. As used herein, the following terms have the following meaning.



          “Excess EBITDA” means, for any quarter, the amount by which the EBITDA for such quarter
exceeded the budgeted EBITDA for such quarter.




          “Cumulative Recapture Pool” means, as of any date, (i) $50,000 for each completed Eligible
Quarter prior to such date, minus (ii) the aggregate amount of awards issued under this Bonus Plan
as of such date.




          “Eligible Quarter” means a fiscal quarter in which the EBITDA for such quarter was not less
than eighty percent (80%) of the budgeted EBITDA for such quarter.




     D. Subject to the limitation set forth in II.A. below, the maximum aggregate amount to be
awarded for any quarter shall be equal to the sum of the following: (i) the amount of Excess



 









 







EBITDA up to $50,000, plus (ii) if the Excess EBITDA exceeds $50,000, the amount of such
excess, up to the Cumulative Recapture Pool, plus (iii) if the amount of Excess EBITDA exceeds the
amounts determined under the preceding clauses (i) and (ii), an amount equal to ten percent (10%)
of such excess.



     II. Determination of Performance-Based Cash Awards:



     A. The cumulative total bonus amount (the “Bonus Pool Amount”) under clauses (i) and (ii) of
Section I.D. above for fiscal year 2009 shall be $200,000.



     B. Following the end of each quarter, the Committee shall grant Performance-Based Cash Awards
in an aggregate amount to be determined by it, but not to exceed the amount set forth in I.A.
above, and shall allocate and award such Performance-Based Cash Awards to the Chief Executive
Officer and other executive officers, officers and senior management based on the Committee’s
determination of the relative contribution of each such person. The Committee shall have sole
discretion in determining the individuals to whom Performance-Based Cash Awards are to be granted
and the amounts thereof. The Chief Executive Officer shall not be present for the Committee’s
deliberations concerning any Performance-Based Cash Award to be awarded to him, but he shall be
present and shall advise the Committee regarding the Performance-Based Cash Awards to be awarded to
the other executive officers, officers and senior management.



     C. Performance-Based Cash Awards shall be paid as soon as practicable following the
Committee’s determination and designation thereof. Each recipient of a Performance-Based Cash Award
shall be responsible for the payment of all federal and state income taxes arising upon his or her
receipt thereof.



     C. The Committee reserve the right to modify this Bonus Plan and performance goal at any time,
and the adoption of this Bonus Plan does not limit the ability of the Committee to award other
Awards under the Plan nor does it restrict the ability of the Company to pay or provide for the
payment of any compensation to any person.



     IN WITNESS WHEREOF, the undersigned, being all the members of the Committee, have adopted and
authorized the foregoing as of the 20th day of April, 2009.



	 	 	 	 	 
	 	  	
 	 
	 	 	James Reilly 	 
	 	 	 	 
	 	  	
 	 
	 	 	Timothy Murray 	 
	 	 	 	 



2