0001193125-06-181496 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2006 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual agreements stated below, Executive and Employer agree as follows:

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GSI Commerce, Inc. Performance Restricted Stock Unit Award Agreement
Performance Restricted Stock Unit Award Agreement • August 29th, 2006 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

THIS AGREEMENT, effective as of the Grant Date set forth above, is between GSI Commerce, Inc., a Delaware corporation (the “Company”, “we”, “our” or “us”) and the Participant named above (“you” or “yours”), pursuant to the provisions of the Company’s 2005 Equity Incentive Plan (the “Plan”) with respect to the award of the number of performance restricted stock units (“PRSUs”) specified above. Capitalized terms used and not defined in this Performance Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meanings given to them in the Plan.

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