OFFER TO EXCHANGE OUTSTANDING OPTIONS HAVING AN EXERCISE PRICE
OF $4.00 OR HIGHER FOR NEW OPTIONS
THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. CENTRAL TIME,
ON MAY 29, 2001, UNLESS WE EXTEND THE OFFER
PFSweb, Inc. is offering to exchange certain outstanding options to purchase shares of our common stock and
having an exercise price of $4.00 per share or higher (the "eligible options") for new options to be granted to
purchase shares of our common stock (the "new options").
We are making this offer upon the terms and subject to the conditions set forth in this "Offer to Exchange" and in
the related letter of transmittal (which together, as they may be amended or supplemented from time to time,
constitute the "offer").
This offer is not conditioned upon a minimum number of eligible options being tendered. This offer is subject to
conditions that we describe in Section 6 of this offer to exchange. You may only tender for exchange all or none
of your eligible options having the same exercise price.
WHICH OPTIONS ARE ELIGIBLE OPTIONS?
All outstanding options having an exercise price of $4.00 per share or higher. This includes (i) options issued
under our 1999 Employee Stock Option Plan (the "1999 Plan"), (ii) options issued under our Non-Employee
Director Stock Option and Retainer Plan (the "Director Plan," and together with the 1999 Plan, the "Plans" and
individually, a "Plan") and (iii) non-Plan outstanding nonqualified stock options ("Conversion Options") which
were issued in connection with our spin-off from our former parent corporation, Daisytek International
WHO CAN PARTICIPATE IN THE EXCHANGE?
You can participate in the exchange if you are a United States employee or director of PFSweb, Inc. or one of its
subsidiaries from April 30, 2001 through the date the new options are issued, which is presently expected to be
following six months and one day from the date this offer expires.
WHEN AND HOW MANY NEW OPTIONS W