Exhibit 10.2





Exhibit 10.2




GSI Commerce, Inc.

2005 Equity Incentive Plan

Performance Restricted Stock Unit Award Agreement




	 	 	 
	PARTICIPANT:

	 	MICHAEL G. RUBIN
	 
	 	 
	GRANT DATE:
	 	 
	 
	 	 
	TARGET NUMBER OF PERFORMANCE RESTRICTED 

STOCK UNITS:

	 	                     units
	 
	 	 
	MAXIMUM NUMBER OF PERFORMANCE
RESTRICTED STOCK UNITS GRANTED (_____% OF
TARGET):

	 	                     units
	AWARD AND VESTING CRITERIA

	 	The actual number of Performance
Restricted Stock Units to be
awarded to Participant and that
may vest will be determined in
accordance with conditions
specified below.






PERFORMANCE PERIOD:




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 grant of the maximum 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.



By accepting this Agreement, you irrevocably agree, on your own behalf and on behalf of your heirs
and any other person claiming rights under this Agreement, to all of the terms and conditions of
the PRSUs as set forth in or pursuant to this Agreement and the Plan (as such may be amended from
time to time). You and the Company agree as follows:



	 	 	 
	1. Application of
Plan;
Administration

	 	This Agreement and your rights under this Agreement are subject to all
the terms and conditions of the Plan, as it may be amended from time to
time, as well as to such rules and regulations as the Board (or an
appropriate committee thereof) may adopt. It is expressly understood
that the Board (or an appropriate committee thereof) that administers the
Plan is authorized to administer, construe and make all determinations
necessary or appropriate to the administration of the Plan and this
Agreement, all of which shall be binding upon you to the extent permitted
by the Plan.






 


 









 






	 	 	 
	2. Performance Goal

	 	(a) The number of PRSUs to be awarded to you under this Agreement shall
depend upon the extent to which the Non-GAAP Income From Operations (as
defined in Section 2(a) equals, exceeds or falls short of $                     for
the Performance Period. If actual Non-GAAP Income From Operations for
the Performance Period does not equal or exceed the
 _____% Non-GAAP Income
From Operations Target threshold, as set forth in the table below, the
right to receive an award of any PRSUs pursuant to this Agreement shall
expire without consideration.
	 
	 	 
	 

	 	(b) Non-GAAP Income From Operations means income from operations
excluding stock-based compensation, depreciation and amortization
expenses, acquisition-related integration expenses, and transaction and
due diligence expenses relating to acquisitions, after taking into affect
any payment of incentives under the Leadership Team Incentive Plan for
fiscal
 _____. Non-GAAP Income From Operations will exclude any one time
significant gains or losses on assets or equity sales or any other
extraordinary, non-operating revenue or expense. The Board (or an
appropriate committee thereof) has the discretion to determine what
constitutes an extraordinary event and the impact to the Non-GAAP Income
From Operations Targets.
	 
	 	 
	 

	 	(c) Subject to the foregoing, and provided that you have remained in
Continuous Service with the Company from the Grant Date set forth above,
the number of PRSUs to be awarded to you following completion of the
Performance Period (such PRSUs, the “Awarded PRSUs”) shall be determined
in accordance with the following schedules:






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Non-GAAP	 	 	 	 
	 	 	 	 	Income From	 	 	 	 
	 	 	 	 	Operations	 	 	 	 
	 	 	 	 	Required to	 	 	 	 
	 	 	 	 	Achieve	 	 	 	 
	Percentage	 	 	Percentage Non-	 	 	 	 
	Non-GAAP	 	 	GAAP Income	 	 	Number of Awarded	 
	Income From	 	 	From Operations	 	 	PRSUs If Percentage Non-GAAP Income	 
	Operations	 	 	Target	 	 	From Operations Goal Achieved	 
	 
	 	 	 	 	 	 	 	 	 	 






	 	 	 
	 

	 	In the event that the Company’s
Non-GAAP Income From Operations for
the Performance Period falls between
two of the Percentage Non-GAAP
Income From Operations Targets
listed in the table above, the
number of Awarded PRSUs shall be
determined by linear interpolation.
	 
	 	 
	 

	 	Notwithstanding anything herein to
the contrary, in no event shall more
than
 _____ 

times the Target Number of
PRSUs be awarded under this
Agreement.






 


 









 





	 	 	 
	 

	 	Following the end of the Performance
Period and the collection of
relevant data necessary to determine
the extent to which the Non-GAAP
Income From Operations Target set
forth in this Section 2 has been
satisfied, the Board (or an
appropriate committee thereof) will
determine: (a) the Non-GAAP Income
From Operations achieved by the
Company for the Performance Period,
and (b) the multiple of the Target
Number of PRSUs to be awarded as
Awarded PRSUs. The Board (or an
appropriate committee thereof) shall
make these determinations in its
sole discretion. The class and
number of securities to be issued
under this Agreement shall be
subject to adjustment as provided
for in Section 12(a) of the Plan.
The Board’s (or an appropriate
committee thereof) determination
pursuant to this paragraph shall be
evidenced by a written
certification.
	 
	 	 
	3. Vesting

	 	50% of the Awarded PRSUs will vest
(becoming “Vested Performance
Units”) on                      and the
remaining Awarded PRSUs will vest on
                     (each such date, a
“Vesting Date”), provided that you
have remained in Continuous Service
with the Company from the Grant Date
set forth above until the respective
Vesting Date, and provided further
that in no case shall any Awarded
PRSUs vest before the date of the
Board’s (or an appropriate committee
thereof) written certification
pursuant to Section 2 hereof.
Notwithstanding the foregoing, the
terms and provisions of that certain
Employment Agreement between you and
the Company, effective as of July 1,
2006 (your “Employment Agreement”),
may provide that any vesting
restrictions contained in this
Section 3 will earlier lapse in
certain circumstances.
	 
	 	 
	4. Termination of Continuous Service 

	 	Except as otherwise provided in your
Employment Agreement and Section 7
of this Agreement, your right to any
award of PRSUs and your rights under
any Awarded PRSUs that have not
become Vested Performance Units will
be forfeited without consideration
as of the date of termination of
your Continuous Service with the
Company for any reason.






 


 









 





	 	 	 
	5. Settlement of Vested Performance
Units and Issuance of Shares

	 	Each Vested Performance Unit will be
 settled by the delivery of one share
of Common Stock (subject to
adjustment under Section 12(a) of
the Plan, a “Share”) to you or, in
the event of your death, to your
designated beneficiary, within 5
days following the Vesting Date, but
in no event later than 21/2 months
following the last day of the
Company’s fiscal year in which the
Vesting Date occurs, subject to your
satisfaction of any tax withholding
obligations as described in
Section 9 of this Agreement.
	 
	 	 
	 

	 	Notwithstanding any other provision
of this Agreement or the Plan, the
Company will not be obligated to
issue or deliver any Shares pursuant
to this Agreement (i) until all
conditions to this Agreement have
been satisfied or removed, (ii)
until, in the opinion of counsel to
the Company, all applicable federal
and state laws and regulations have
been complied with, (iii) if the
outstanding Common Stock is at the
time listed on any stock exchange or
included for quotation on an
inter-dealer system, until the
Shares have been listed or included
or authorized to be listed or
included on such exchange or system
upon official notice of issuance,
(iv) until the issuance or delivery
of the Shares would not cause the
Company to issue or sell more shares
of Common Stock than the Company is
then legally entitled to issue or
sell, and (v) until all other legal
matters in connection with the
issuance and delivery of such Shares
have been approved by counsel to the
Company.
	 
	 	 
	 

	 	You hereby authorize any brokerage
service provider determined
acceptable to the Company to open a
securities account for you to be
used for the settlement of Vested
Performance Units. The date on
which Shares are issued may include
a delay in order to provide the
Company such time as it determines
appropriate to address tax
withholding and other administrative
matters.
	 
	 	 
	6. Rights as Stockholder

	 	Except as otherwise provided in this
Agreement, you will not be entitled
to any privileges of ownership of
the shares of Common Stock
underlying your PRSUs, including
voting, receipt of dividends or any
other rights as a stockholder of the
Company, unless and until shares of
Common Stock are actually delivered
to you under this Agreement.
	 
	 	 
	7. Change in Control

	 	Notwithstanding anything to the
contrary in this Agreement, the
Awarded PRSUs shall be subject to
such acceleration of vesting upon a
Change in Control as may be provided
for in your Employment Agreement.
	 
	 	 
	8. Transferability

	 	Except as provided in Section 10(k)
hereof, your right to receive PRSUs
under this Agreement, your Awarded
PRSUs and any Vested Performance
Units that you hold pursuant to this
Agreement are not transferable,
whether voluntarily or
involuntarily, by operation of law
or otherwise, other than by will or
the laws of descent and
distribution. Any voluntary or
involuntary assignment, pledge,
transfer, or other disposition of,
or any attachment, execution,
garnishment, or lien issued against
or placed upon your right to receive
PRSUs under this Agreement, your
Awarded PRSUs and any Vested
Performance Units that you hold
pursuant to this Agreement in
violation of the terms of this
Agreement shall be void.
Notwithstanding the foregoing, by
delivering written notice to the
Company, in a form satisfactory to
the Company, you may designate a
third party who, in the event of
your death, will thereafter be
entitled to receive any distribution
of Shares pursuant to this
Agreement.






 


 









 






	 	 	 
	9. Taxes
	 	(a)   General. You are ultimately
liable and responsible for all taxes
owed by you in connection with your
PRSUs, regardless of any action the
Company takes or any transaction
pursuant to this Section 9 with
respect to any tax withholding
obligations that arise in connection
with the PRSUs. The Company makes
no representation or undertaking
regarding the treatment of any tax
withholding in connection with the
grant, award, vesting or settlement
of the PRSUs, the Awarded PRSUs or
the Vested Performance Units, and
the subsequent sale of any of the
Shares issued in respect of any
Awarded PRSUs that may vest. Except
as otherwise provided in the
Employment Agreement, the Company
does not commit and is under no
obligation to structure this
Agreement to reduce or eliminate
your tax liability.

	 
	 	 
	 

	 	(b)  Withholding. On or before any
Vesting Date, the date your Vested
Performance Units are settled and
Shares are issued to you pursuant to
the terms of Section 5, and any
other date upon which tax
withholding obligations of the
Company may arise, or at any time
thereafter as requested by the
Company, you hereby authorize
withholding from, at the Company’s
election, the Shares, payroll and
any other amounts payable to you and
you otherwise agree to make adequate
provision for, as determined by the
Company, any sums required to
satisfy the Federal, state, local
and foreign tax withholding
obligations of the Company or an
Affiliate, if any, which arise in
connection with any of the above
events or otherwise. Unless the tax
withholding obligations of the
Company or any Affiliate are
satisfied, the Company will have no
obligation to issue a certificate
for Shares.

	 
	 	 
	10. Miscellaneous

	 	(a)  YOU ACKNOWLEDGE AND AGREE THAT
THE VESTING OF ANY AWARDED PRSUS
PURSUANT TO SECTION 3 HEREOF IS
EARNED ONLY BY YOUR CONTINUOUS
SERVICE WITH THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED OR
ACQUIRING GRANTED PRSUS HEREUNDER).
YOU FURTHER ACKNOWLEDGE AND AGREE
THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS AN EMPLOYEE, DIRECTOR,
OR CONSULTANT OF THE COMPANY FOR THE
VESTING PERIOD, FOR THE PERFORMANCE
PERIOD, FOR ANY PERIOD, OR AT ALL,
AND SHALL NOT INTERFERE WITH YOUR
RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE YOUR RELATIONSHIP (I) AS
AN EMPLOYEE AT ANY TIME, FOR ANY
REASON OR NO REASON, WITH OR WITHOUT
CAUSE; (II) AS A CONSULTANT PURSUANT
TO THE TERMS OF YOUR AGREEMENT WITH
THE COMPANY OR AN AFFILIATE; OR
(III) AS A DIRECTOR PURSUANT TO THE
BYLAWS OF THE COMPANY AND ANY
APPLICABLE PROVISIONS OF THE
CORPORATE LAW OF THE STATE OR OTHER
JURISDICTION IN WHICH THE COMPANY IS
DOMICILED, AS THE CASE MAY BE.

	 
	 	 
	 

	 	(b)  Your PRSUs are unfunded and as a
holder of Vested Performance Units
you will be considered an unsecured
creditor of the Company with respect
to the Company’s obligation, if any,
to issue Shares pursuant to this
Agreement. Upon such issuance, you
will obtain full voting and other
rights as a stockholder of the
Company. Nothing contained in this
Agreement, and no action taken
pursuant to its provisions, will
create or be construed to create a
trust of any kind or a fiduciary
relationship between you and the
Company or any other person.







 


 









 





	 	 	 
	 

	 	(c)   This Agreement will be subject
to all applicable laws, rules, and
regulations, and to such approvals
by any governmental agencies or
stock exchanges as may be required.
The Company may impose such
restrictions, conditions or
limitations as it determines
appropriate as to the timing and
manner of any resales by you or
other subsequent transfers by you of
any Shares issued as a result of or
under this Agreement, including
without limitation (i) restrictions
under an insider trading policy,
(ii) restrictions that may be
necessary in the absence of an
effective registration statement
under the Securities Act of 1933, as
amended, covering the PRSUs and
(iii) restrictions as to the use of
a specified brokerage firm or other
agent for such resales or other
transfers. Any sale of Shares
issued pursuant to this Agreement
must also comply with other
applicable laws and regulations
governing the sale of such Shares.

	 
	 	 
	 

	 	(d)   The benefits provided under this
Agreement are intended to be subject
to a “substantial risk of
forfeiture” under Code Section 409A,
and to be payable within the “short
term deferral period” under such
statute following lapse of the
applicable forfeiture conditions.
Notwithstanding anything in the Plan
or this Agreement to the contrary,
the Board (or an appropriate
committee thereof) may, without your
consent, amend this Agreement to
comply with all of the requirements
of Section 409A of the Code and any
corresponding guidance and
regulations issued under Section
409A of the Code to the extent it is
determined, in the sole discretion
of the Board (or an appropriate
committee thereof), that such
amendment is necessary to comply
with the requirements of Section
409A of the Code.

	 
	 	 
	 

	 	(e)   The interpretation, performance
and enforcement of this Agreement
will be governed by the law of the
state of Delaware without regard to
such state’s conflicts of laws
rules.

	 
	 	 
	 

	 	(f)   Any question concerning the
interpretation of this Agreement or
the Plan, any adjustments required
to be made under the Plan and any
controversy that may arise under the
Plan or this Agreement shall be
determined by the Board (or an
appropriate committee thereof)
(including any person(s) to whom the
Board has delegated its authority)
in its sole and absolute discretion.
Such decision by the Board (or an
appropriate committee thereof) shall
be final and binding.

	 
	 	 
	 

	 	(g)   This Agreement, the Plan and the
Employment Agreement represent the
entire agreement between the parties
with respect to the PRSUs. In the
event of a conflict between the
terms and conditions of the Plan and
the terms and conditions of this
Agreement or the Employment
Agreement, the terms and conditions
of the Plan shall prevail. In the
event of a conflict between the
terms and conditions of this
Agreement and the terms and
conditions of the Employment
Agreement, the terms and conditions
of the Employment Agreement shall
prevail.

	 
	 	 
	 

	 	(h)   If all or any part of this
Agreement or the Plan is declared by
any court or governmental authority
to be unlawful or invalid, such
unlawfulness or invalidity will not
invalidate any portion of this
Agreement or the Plan not declared
to be unlawful or invalid. Any
Section of this Agreement (or part
of such a Section) so declared to be
unlawful or invalid will, if
possible, be construed in a manner
which will give effect to the terms
of such Section or part of such
Section to the fullest extent
possible while remaining lawful and
valid.







 


 









 





	 	 	 
	 

	 	(i)   Either party’s failure to
enforce any provision of this
Agreement shall not in any way be
construed as a waiver of any such
provision, nor prevent that party
from thereafter enforcing any other
provision of this Agreement. The
rights granted both parties
hereunder are cumulative and shall
not constitute a waiver of either
party’s right to assert any other
legal remedy available to it.

	 
	 	 
	 

	 	(j)   This Agreement may be amended
only by a writing executed by you
and the Company which specifically
states that it is amending this
Agreement. Notwithstanding the
foregoing and subject to Section
13(e) of the Plan, this Agreement
may be amended solely by the Board
(or an appropriate committee
thereof) by a writing which
specifically states that it is
amending this Agreement, so long as
a copy of such amendment is
delivered to you. Without limiting
the foregoing, the Board (or an
appropriate committee thereof)
reserves the right to change, by
written notice to you, the
provisions of this Agreement in any
way it may deem necessary or
advisable to carry out the purpose
of the grant as a result of any
change in applicable laws or
regulations or any future law,
regulation, ruling or judicial
decision, provided that any such
change will be applicable only to
rights relating to that portion of
the PRSUs which are then subject to
restrictions as provided herein.

	 
	 	 
	 

	 	(k)   The rights and obligations of
the Company under this Agreement
will be transferable by the Company
to any one or more persons or
entities, and all covenants and
agreements hereunder will inure to
the benefit of, and be enforceable
by the Company’s successors and
assigns. You may not assign,
transfer or pledge the granted
PRSUs, the Awarded PRSUs, the Vested
Performance Units or any right or
interest therein or thereunder to
anyone other than by will or the
laws of descent and distribution
except with the prior written
consent of the Company. The Company
may cancel your rights hereunder if
you attempt to assign or transfer
them in a manner inconsistent with
this Agreement.

	 
	 	 
	 

	 	(l)   All notices with respect to this
Agreement shall be in writing and
shall be hand delivered or sent by
first class mail or reputable
overnight delivery service, expenses
prepaid. Notice may also be given
by electronic mail or facsimile and
shall be effective on the date
transmitted if confirmed within 24
hours thereafter by a signed
original sent in a manner provided
in the preceding sentence. Notices
to the Company or the Board (or an
appropriate committee thereof) shall
be delivered or sent to the
Company’s headquarters, 935 First
Avenue, King of Prussia, PA 19406,
to the attention of its Chief
Financial Officer and its General
Counsel. Notices to the Participant
or holder of Shares issued pursuant
to this Agreement shall be
sufficient if delivered or sent to
such person’s address as it appears
in the regular records of the
Company or its transfer agent.


	 
	 	 
	 

	 	(m) The headings of the Sections in
this Agreement are inserted for
convenience only and will not be
deemed to constitute a part of this
Agreement or to affect the meaning
of this Agreement.

	 
	 	 
	 

	 	(n)  You agree upon request to
execute any further documents or
instruments necessary or desirable
in the sole determination of the
Company to carry out the purposes or
intent of this Agreement.







 


 









 





By the signatures below, you and the authorized representative of the Company acknowledge your
agreement to this Performance Restricted Stock Unit Award Agreement as of the Grant Date specified
above.



	 	 	 	 	 
	 

	 	 	 	 
	Michael G. Rubin

	 	 	 	Date
	 
	 	 	 	 
	Accepted by:
	 	 	 	 
	 
	 	 	 	 
	GSI COMMERCE, INC.
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	By

	 	 	 	Date
	 
	 	 	 	 
	 


	 	 	 	 
	Name
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Title