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Exhibit 10.2
 GSI COMMERCE, INC.
 2005 EQUITY INCENTIVE PLAN, AS AMENDED
 Approved By Board on: March 8, 2005
Approved By Stockholders: June 30, 2005
Termination Date: March 8, 2015
 1. GENERAL.
 (a) Eligible Stock Award Recipients.
 (b) Available Stock Awards.
 (c) General Purpose.
 2. DEFINITIONS.
  (a) Affiliate
 (b) Board
 (c) Capitalization Adjustment
 (d) Cause
 (e) Change in Control
 (i)
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Subject Person"
 (ii)
 (iii)
 (iv)
 (v) Incumbent Board" provided, however,
  provided, however,
 (f) Code
 (g) Committee
 (h) Common Stock
 (i) Company
 (j) Consultant
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(k) Continuous Service
 (l) Corporate Transaction
 (i)
 (ii) )
 (iii)
 (iv)
 (m) Covered Employee
 (n) Director
 (o) Disability
 (p) Effective Date
 (q) Employee
 (r) Entity
 (s) Exchange Act
 (t) Exchange Act Person
 (u) Fair Market Value
 (i)
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The Wall Street Journal
 (ii)
 (v) Incentive Stock Option
 (w) Non-Employee Director Regulation S-K
 (x) Nonstatutory Stock Option
 (y) Officer
 (z) Option
 (aa) Option Agreement
 (bb) Optionholder
 (cc) Other Stock Award
 (dd) Other Stock Award Agreement
 (ee) Outside Director
 (ff) Own, Owned, Owner, Ownership
 (gg) Participant
 (hh) Performance Criteria
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(ii) Performance Goals
 (jj) Performance Period
 (kk) Plan
 (ll) Prior Plan
 (mm) Rule 16b-3
 (nn) Securities Act
 (oo) Stock Appreciation Right
 (pp) Stock Appreciation Right Agreement
 (qq) Stock Award
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(rr) Stock Award Agreement
 (ss) Stock Bonus Award
 (tt) Stock Bonus Award Agreement
 (uu) Stock Purchase Award
 (vv) Stock Purchase Award Agreement
 (ww) Stock Unit Award
 (xx) Stock Unit Award Agreement
 (yy) Subsidiary
 (zz) Ten Percent Stockholder
 3. ADMINISTRATION.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
 (ii)
 (iii)
 (iv)
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(v)
 (vi)
 (vii)
 (viii)
 (c) Delegation to Committee.
 (i) General.
 (ii) Section 162(m) and Rule 16b-3 Compliance.
 (d) Effect of Boards Decision.
 (e) Limitation of Board Members Liability.
 (f) Company Obligations.
 4. SHARES SUBJECT TO THE PLAN.
 (a) Share Reserve. provided, however
 (b) Reversion of Shares to the Share Reserve.
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i.e.
  (c) Source of Shares.
 5. ELIGIBILITY.
 (a) Eligibility for Specific Stock Awards.
 (b) Ten Percent Stockholders.
 (c) Section 162(m) Limitation on Annual Grants.
 (d) Consultants. Form S-8"
 6. OPTION PROVISIONS.
 provided, however
 (a) Term. provided, however
 (b) Exercise.
 (c) Exercise Price of an Incentive Stock Option.
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(d) Exercise Price of a Nonstatutory Stock Option.
 (e) Consideration.
 (i)
 (ii)
 (iii)
 (iv)
 (v) provided, however, provided, further,
 (vi) provided, however,
 (vii)
 (f) Transferability of Options.
 (i) Restrictions on Transfer.
 (ii) Domestic Relations Orders.
 (iii) Beneficiary Designation.
 (g) Vesting Generally.
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(h) Termination of Continuous Service.
 (i) Extension of Termination Date.
 (j) Disability of Optionholder.
 (k) Death of Optionholder.
 (l) Termination for Cause.
 (m) Early Exercise.
 7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.
 (a) Stock Purchase Awards. provided, however,
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(i) Purchase Price.
 (ii) Consideration.
 (iii) Vesting.
 (iv) Termination of Participants Continuous Service.
 (v) Transferability.
 (b) Stock Bonus Awards. provided, however
 (i) Consideration.
 (ii) Vesting.
 (iii) Termination of Participants Continuous Service.
 (iv) Transferability.
 (c) Stock Unit Awards. provided, however,
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(i) Consideration.
 (ii) Vesting.
 (iii) Payment.
 (iv) Additional Restrictions.
 (v) Dividend Equivalents.
 (vi) Termination of Participants Continuous Service.
 (vii) Compliance with Section 409A of the Code.
 (d) Stock Appreciation Rights. provided, however
 (i) Strike Price and Calculation of Appreciation.
 (ii) Vesting.
 (iii) Exercise.
 (iv) Payment.
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(v) Termination of Continuous Service.
 (vi) Compliance with Section 409A of the Code.
 (e) Other Stock Awards.
 8. COVENANTS OF THE COMPANY.
 (a) Availability of Shares.
 (b) Securities Law Compliance. provided, however,
 9. USE OF PROCEEDS FROM SALES OF COMMON STOCK.
  10. MISCELLANEOUS.
 (a) Severability.
 (b) Deferred Payment of Stock Awards.
 (c) Acceleration of Exercisability and Vesting.
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(d) Corporate Action Constituting Grant of Stock Awards.
 (e) Stockholder Rights.
 (f) No Employment or Other Service Rights.
 (g) Incentive Stock Option $100,000 Limitation.
 (h) Investment Assurances.
 (i) Withholding Obligations.
 (j) Electronic Delivery.
 (k) Performance Stock Awards.
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(l) Dividend Benefits.
 11. TAX LOANS AND SUPPLEMENTAL CASH GRANTS.
 (a) Tax Loans. provided,
however, provided,
however,
 (b) Supplemental Cash Grants.
 12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.
 (a) Capitalization Adjustments.
 (b) Dissolution or Liquidation. provided, however,
 (c) Corporate Transaction.
 (i) Stock Awards May Be Assumed.
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(ii) Stock Awards Held by Participants and Recent Participants. Participants and Recent Participants"
 (iii) Stock Awards Held by Persons Other than Participants and Recent Participants. provided,
however,
 (iv) Payment for Stock Awards in Lieu of Exercise.
 (d) Change in Control.
 13. AMENDMENT OF THE PLAN AND STOCK AWARDS.
 (a) Amendment of Plan.
 (b) Stockholder Approval.
 (c) Contemplated Amendments.
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(d) No Impairment of Rights.
 (e) Amendment of Stock Awards. provided, however,
 14. TERMINATION OR SUSPENSION OF THE PLAN.
 (a) Plan Term.
 (b) No Impairment of Rights.
 15. EFFECTIVE DATE OF PLAN.
  16. PLAN HISTORY
   Date Amended by
    
    Date Approved byNature of Amendment
    
    Board of Directors
    
    StockholdersIncrease authorized shares under
Section 4(a) from 2,001,129 to
5,001,219 shares
    
    March 7, 2007
    
    June 15, 2007Comply with Section 409A of the Code
    
    March 5, 2008
    
    N/A
 17. CHOICE OF LAW.
   By:
    /s/    Arthur H. MillerArthur H. MillerExecutive Vice President
and General Counsel
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