2. **Separation Payments and Benefits**. Subject to your non-revocation of this Agreement andthe Release, you and the Company acknowledge and agree to the following:(a) Pursuant to Section 2.1 of the Change in Control Agreement effective August 8, 2006 byand between you and the Company (the “Change in Control Agreement”), you shall be entitledto full vesting of all Equity Awards (as defined in the Change in Control Agreement) upon yourtermination of employment. Notwithstanding the foregoing, in connection with the Merger theCompany agrees to accelerate the vesting of all your Equity Awards immediately prior to theEffective Time of the Merger so that your Equity Awards will be converted into the right toreceive merger consideration pursuant to the terms of Section 5.3(a) of the Merger Agreement.(b) Pursuant to Section 2 of the Transaction Incentive Agreement dated March 29, 2011 by andbetween you and the Company (the “Transaction Incentive Agreement”), you shall be entitledto payment of an Incentive Amount (as defined in the Transaction Incentive Agreement). Pursuantto the terms of the Transaction Incentive Agreement, your aggregate total Incentive Amount of$5,000,000 shall be paid to you in connection with your termination of employment on theTermination Date.(c) The Company shall pay you on the Termination Date a lump sum in the amount of$174,062.50, which represents accrued and unpaid bonus as of the Effective Time.(d) The Company shall pay you within 60 days of the Termination Date a lump sum amount forany outstanding travel and expense reimbursements due to you pursuant to the Company’s policygoverning such reimbursements.(e) Except as set forth above, you agree to waive any and all other amounts due to youpursuant to the terms of any other agreement or arrangement notwithstanding Sections 1(a) and (b)of the Release attached as Exhibit A.3. **Entire Agreement, Amendment and Assignment**. This Agreement together with the Releaseto the Company attached as Exhibit A hereto is the sole agreement relating to the subjectmatter hereof and it supersedes all prior agreements and understandings with respect thereto,including without limitation (i) your Change in Control Agreement, and (ii) your TransactionIncentive Agreement. No modification to any provision of this Agreement will be binding unless inwriting and signed by both you and the Company. No waiver of any rights under this Agreement willbe effective unless in writing signed by the party to be charged. All of the terms and provisionsof this Agreement will be binding upon and inure to the benefit of and be enforceable by therespective heirs, executors, administrators, legal representatives, successors and assigns of theparties hereto, except that the duties and responsibilities of you hereunder are of a personalnature and will not be assignable or delegable in whole or in part.4. **Confidentiality**. You agree that you have kept, and will keep, the existence and termsof this Agreement confidential, and will not disclose them to anyone except your attorneys,financial advisors and immediate family members, whom you will advise of this confidentialityprovision. No other disclosure will be permitted except: (a) pursuant to an action to enforcethe terms of this Agreement, in which case it will be introduced under seal to the court, (b) inresponse to a request by any governmental or regulatory agency, (c) as may be required by anystate or federal law or regulation, or (d) in response to compulsory process of law. The partiesfurther agree that nothing in this Agreement will prohibit or restrict you from providinginformation to, testifying or otherwise assisting in any investigation or proceedingbrought by, any federal, state or local regulatory agency, law enforcement agency, legislativebody, or self-regulatory organization.
 
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5. **Governing Law**. This Agreement will be governed by and interpreted in accordance withlaws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.6. **Notices**. All notices, demands or other communications to be given or delivered underor by reason of the provisions of this Agreement will be in writing and will be deemed to havebeen given when delivered personally to the recipient, 2 business days after the date when sent tothe recipient by reputable express overnight courier service (charges prepaid) or 4 business daysafter the date when mailed to the recipient by certified or registered mail, return receiptrequested and postage prepaid. Such notices, demands and other communications will be sent to youand the Company at the addresses set forth below,       If to you: Michael Conn    [Intentionally omitted]       If to the Company: GSI Commerce, Inc.    935 First Avenue    King of Prussia, PA 19406    Attention: General Counselor to such other address or to the attention of such other person as the recipient party hasspecified by prior written notice to the sending party.7. **Counterparts**. This Agreement will become binding when any one or more counterpartshereof, individually or taken together, will bear the signatures of you and the Company. ThisAgreement may be executed in two or more counterparts, each of which will be deemed to be anoriginal as against any party whose signature appears thereon, but all of which together willconstitute but one and the same instrument.8. **Severability**. If any provision of this Agreement or application thereof to anyone orunder any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, suchinvalidity or unenforceability will not affect any other provision or application of thisAgreement which can be given effect without the invalid or unenforceable provision or applicationand will not invalidate or render unenforceable such provision or application in any otherjurisdiction.9. **Application of Section 409A of the Internal Revenue Code**. This Agreement shall beinterpreted to avoid any penalty sanctions under section 409A of the Internal Revenue Code of1986, as amended (the “Code”). If any payment or benefit cannot be provided or made atthe time specified herein without incurring sanctions under section 409A of the Code, then suchbenefit or payment shall be provided in full (to extent not paid in part at earlier date) at theearliest time thereafter when such sanctions will not be imposed.**[SIGNATURE PAGE FOLLOWS]**
 
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**IN WITNESS WHEREOF**, the undersigned, intending to be legally bound, have duly executed thisAgreement as of the date first above written.      **GSI COMMERCE, INC**.