##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 1, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number 0-16611
 
 GSI COMMERCE, INC.
  DELAWARE
(State or other jurisdiction of 
incorporation or organization)
    
    04-2958132
(I.R.S. Employer Identification No.)935 FIRST AVENUE, KING OF PRUSSIA, PA
    
    19406(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share 
Preferred Stock Purchase Rights
    
    NASDAQ Global Select Market
NASDAQ Global Select Market
 Securities registered pursuant to Section 12(g) of the Act:
 Yes þ No o
 Yes o No þ
 Yes þ No o
 Yes
o No o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 Market. (1)
  
 DOCUMENTS INCORPORATED BY REFERENCE
  (1)
    
    This amount equals the number of outstanding shares of the registrants common
stock reduced by the number of shares that may be deemed held by the registrants executive
officers, directors and stockholders owning in excess of 10% of the registrants common stock,
multiplied by the last reported sale price for the registrants common stock on July 2, 2010
the last trading day prior to the last day of registrants second fiscal quarter. This
information is provided solely for record keeping purposes of the Securities and Exchange
Commission and shall not be construed as an admission that any executive officer, director or
10% stockholder of the registrant is an affiliate of the registrant or is the beneficial owner
of any such shares. Any such inference is hereby disclaimed.




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TABLE OF CONTENTS  PART IIIITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11: EXECUTIVE COMPENSATIONITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES3. EXHIBITSSIGNATURESExhibit 31.3Exhibit 31.4    Table of Contents  EXPLANATORY NOTE
  Exhibits
  
 PART III
 
 ITEM 10:
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors
  DirectorName
    
    Age(1)
    
    Position(s) Held in the Company
    
    SinceMichael G. Rubin
    
    38
    
    Chairman, President and Chief Executive Officer
    
    1995M. Jeffrey Branman
    
    55
    
    Director
    
    2001Michael J. Donahue
    
    52
    
    Director
    
    2006Ronald D. Fisher
    
    63
    
    Director
    
    2000John A. Hunter
    
    59
    
    Director
    
    2005Josh Kopelman
    
    40
    
    Director
    
    2011Jeffrey F. Rayport
    
    51
    
    Director
    
    1999David Rosenblatt
    
    43
    
    Director
    
    2010Lawrence S. Smith
    
    63
    
    Director
    
    2008Andrea M. Weiss
    
    55
    
    Director
    
    2006
 
 (1)
    
    As of March 28, 2011.  Michael G. Rubin
  2




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M. Jeffrey Branman
 Michael J. Donahue
 Ronald D. Fisher
 John A. Hunter
 Joshua Kopelman
 Dr. Jeffrey F. Rayport
  3




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David Rosenblatt
 Lawrence S. Smith
 Andrea M. Weiss
 Executive Officers
 Business
 Section 16(a) Beneficial Ownership Reporting Compliance
    4




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Board, Committees and Attendance at Meetings of the Board and Committees
     Audit Committee
  
    
    appointing, determining funding for, overseeing and replacing the
independent registered public accounting firm;
 
    
    reviewing the independence of the independent registered public
accountant;
 
    
    resolving any disagreements between management and the independent
registered public accounting firm;
 
    
    reviewing GSIs quarterly and annual financial statements and discussing
the same with GSIs management;
 
    
    pre-approving all auditing services and permitted non-audit services,
including the fees and terms thereof, to be performed for GSI by its
independent registered public accounting firm;
 
    
    establishing, reviewing and periodically updating GSIs Code of Business
Conduct Policy and GSIs Finance Code of Professional Conduct;
  5




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
    
    establishing and overseeing procedures for the receipt, retention and
treatment of complaints received by GSI regarding (a) accounting, internal
accounting controls or auditing matters, and (b) the confidential, anonymous
submission by GSIs employees of concerns regarding questionable accounting
or auditing matters; and
 
    
    approving all related party transactions.
  Compensation Committee
  
    
    reviewing and recommending for approval by the Board the compensation of
GSIs chief executive officer and reviewing and approving the compensation of
GSIs other executive officers;
 
    
    overseeing and advising the Board on the adoption of policies that govern
GSIs compensation programs, including stock and benefit plans; and
 
    
    reporting on executive compensation in GSIs proxy statement in accordance
with applicable rules and regulations.
   Nominating and Corporate Governance Committee
  
    
    identifying qualified individuals to become Board members;
 
    
    determining the composition of the Board and its committees;
 
    
    monitoring a process to assess the Boards effectiveness; and
 
    
    developing and implementing the GSIs corporate governance guidelines.
  Financings and Acquisitions Committee
  6




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Statement of Code of Business Conduct and Ethics
  
 ITEM 11:
    
    EXECUTIVE COMPENSATION.
 Compensation Discussion and Analysis
   Executive Summary
  
    
    Payments under our leadership bonus plan were determined based on corporate and business
level Non-GAAP Income from Operations (NGIO) and Free Cash Flow (FCF) for fiscal 2010,
each as discussed in detail below;
 
    
    The number of shares awarded under Mr. Rubins performance restricted stock unit award
for fiscal 2010 was determined based on corporate NGIO and FCF for fiscal 2010; and
 
    
    The value of equity awards, which comprise a significant portion of compensation for Mr.
Rubin and our Named Officers is directly linked to the performance of our stock. The value
of the compensation received by Mr. Rubin and our Named Officers for fiscal 2010 was
reduced as the price of our common stock decreased from the date of award through the end
of fiscal 2010.
 We made several changes to our compensation program during fiscal 2010 and for fiscal 2011,
including:
 
    
    Adding the metric FCF to leadership bonus plan metrics for fiscal 2010, and adding
business-unit metrics as part of the leadership bonus plan determination for business unit
employees for fiscal 2010; and
 
    
    Implementing a multi-year, long-term incentive plan for Mr. Saridakis.
 Executive Compensation Components
  
    
    to provide our executive officers with compensation that reflects their overall
experience, position and responsibilities with us and expected contributions;
 
    
    to link the compensation of these officers to the achievement of our annual and
long-term performance goals and to their individual performance;
 
    
    to support and encourage our financial growth and development;
 
    
    to attract experienced, talented executives from larger companies to a relatively
smaller company with a relatively shorter operating history;
 
    
    to motivate our executive officers to provide excellent performance throughout
the year;
 
    
    to retain the services of our executive officers so that they will continue to
contribute to our long-term success;
 
    
    to encourage the career growth, promotion and advancement of our executive
officers and other employees; and
    
    to align the interests of our executive officers with those of our stockholders
by tying compensation to our short-term and long-term financial performance.
  7




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Compensation Element
    
    Form of Compensation
    
    Purpose
    
    Performance CriteriaBase Salary
    
    Cash
    
    Provides a
competitive level
of fixed
compensation to
attract and retain
skilled executives
    
    NoneAnnual Performance-Based 
Cash Bonus
    
    Cash, under our Leadership
Team Incentive Plan, referred
to herein as the leadership
bonus plan
    
    Rewards annual
corporate and
business-level
achievement of
financial
performance goals. 
Aligns interests
with stockholders
by linking
compensation to
annual results.
    
    Corporate Non-GAAP
Income from
Operations (
NGIO)and Free Cash
Flow (FCF) (each
as defined below). 
Business-level NGIO
and FCF (defined
below)Non-Performance-Based 
Cash Bonus
    
    Cash
    
    May be awarded to
newly hired
executives to
attract and recruit
qualified
executives.
    
    NoneLong-Term Equity 
Incentive Awards
    
    Restricted Stock Units (RSUs)
and Performance 
Restricted Stock Units (PRSUs)
    
    Aligns executive
interests with
stockholders by
linking realized
compensation to
long-term stock
performance and
stockholder
returns. 
Provides
opportunities for
wealth creation,
which promotes
retention and
motivation of
executives
    
    PRSU and RSU value
realized depends
upon stock price
performance. 
In addition, PRSUs
are earned based on
Corporate NGIO and
FCF.Long-Term Incentive Plans
    
    Individual Long-Term
Incentive Plans
    
    Rewards multi-year
achievement of
aggressive business
and financial
goals. 
Provides
opportunity for
wealth creation,
which promotes
retention and
motivation of
executives.
    
    Business unit performance as measured by change in business unit value,
revenues and/or NGIO
 Determination of Compensation for Named Officers Other than Our Chief Executive Officer
 Compensation Program Design and Objectives
   8




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Role of Compensation Consultants.
   1-800-FLOWERS.COM
    
    Overstock.comDigital River
    
    PC MallEarthLink
    
    priceline.comEquinix
    
    RealNetworksEuronet Worldwide
    
    Salesforce.comHeartland Payment Systems
    
    SapientIAC/InterActive
    
    SAVVISJ. Crew Group
    
    TicketmasterModusLink Global Solutions
    
    United OnlineMonster Worldwide
    
    ValueClickNetflix
    
    ValueVision MediaOrbitz Worldwide
    
    Verisign
  
    
    The Radfords 2009 Executive Survey of Internet/e-Commerce and Software
Products/Services industries with revenues between $1.0 and $1.5 billion; and
 
    
    Hay Group Survey Data which included the 2009 Retail Industry Executive
Remuneration Report and the 2009 General Market Executive Compensation Report.
  9




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Compensation Risks
  
    
    The program is designed to provide an appropriately balanced mix of cash and
equity;
 
    
    The maximum payout levels for bonuses and performance restricted stock units are
capped at by the Compensation Committee at 150 percent of target and long term incentive
plan awards are capped appropriately;
 
    
    The Compensation Committee has downward discretion over bonus plan and
performance restricted stock unit payouts;
 
    
    The program is designed to appropriately balance fixed (salary) and variable
compensation (cash bonus, equity awards and long term incentive plan awards);
 
    
    The program is designed to appropriately reward short-term and long-term
corporate performance as (i) our cash bonus and performance restricted stock unit awards
are determined based on annual performance metrics, (ii) our equity awards generally
vest over four years, and (ii) determination periods under our long-term incentive plan
award either span multiple years or occur multiple years in the future;
 
    
    Compensation decisions include subjective considerations, which restrain the
influence of objective factors on excessive risk taking.
  Role of Management.
 Base Salary.
 Performance-Based Cash Bonuses.
   10




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FY2010TargetAward(s) as
    
    
    FY2010
    
    
    
    
    
    
    FY2010Base
    
    
    a % of base
    
    
    Target
    
    
    Applicable Performance
    
    Actual
    
    
    % ofName
    
    Salary
    
    
    salary
    
    
    Award(s)
    
    
    Metric(s) (1)
    
    Award(s)
    
    
    TargetMichael R. Conn
    
    $
    390,000
    
    
    
    68.75
    %(2)
    
    $
    268,125
    
    
    Corporate Plan
    
    
    $
    128,700
    
    
    
    48.0
    %Christopher Saridakis
    
    $
    333,333
    
    
    
    100
    %
    
    $
    333,333
    
    
    Global Marketing Services Plan
    
    $
    282,333
    
    
    
    84.7
    %Damon Mintzer(3)
    
    $
    444,158
    
    
    
    34.38
    %
    
    $
    152,679
    
    
    N.A. e-Commerce Plan
    
    $
    84,584
    
    
    
    55.4
    %34.38
    %
    
    $
    152,679
    
    
    FY2010 Individual
    
    $
    73,286
    
    
    
    48.0
    %Performance(3)78.80
    %
    
    $
    350,000
    
    
    Sales Commission Plan
    
    $
    0
    
    
    
    0.0
    %J. Scott Hardy
    
    $
    415,000
    
    
    
    68.75
    %(2)
    
    $
    285,313
    
    
    N.A. e-Commerce Plan
    
    $
    178,063
    
    
    
    62.4
    %(4)Stephen J. Gold(5)
    
    $
    404,000
    
    
    
    50
    %
    
    $
    202,000
    
    
    N.A. e-Commerce Plan
    
    $
    0
    
    
    
    0.0
    %50
    %
    
    $
    202,000
    
    
    FY2010 Individual
    
    $
    0
    
    
    
    0.0
    %Performance(7)
 (1)
    
    The performance metrics for the Corporate, Global Marketing Services and North American
e-Commerce Plans under the 2010 leadership bonus plan were:Corporate: 50% Corporate NGIO; 50% Corporate FCFGlobal Marketing Services: 25% Corporate NGIO; 25% Corporate FCF; 50% Global Marketing Services
NGION.A. e-Commerce: 25% Corporate NGIO; 25% Corporate FCF; 25% N.A. e-Commerce NGIO; 25% N.A.
e-Commerce FCF(2)
    
    The target awards for Messrs. Conn and Hardy were increased effective on April 1, 2010 from
50% to 75%, resulting in an effective annualized target of 68.75%.(3)
    
    The target award for Mr. Mintzer was increased from 50% to 75%, effective on April 1, 2010,
resulting in an effective annualized target of 68.75%. This was split into two parts, each
with a target of 34.38%, under the N.A. e-Commerce Plan, and to be determined by the
Compensation Committee based on Mr. Mintzers overall performance during fiscal 2010. As
discussed below, payments to eligible employees under the N.A. e-Commerce Plan were 55.4% of
target. For the second portion, the Compensation Committee determined that Mr. Mintzer would
receive the same 48.0% payment as eligible employees of the Corporate Plan. The Compensation
Committee considered, with input from members of senior management, in a subjective manner,
how well Mr. Mintzer performed his duties as described above during the year. In addition,
for fiscal 2010 Mr. Mintzer participated in a sales commission plan with a maximum payout of
$350,000 based on achievement of e-commerce sales targets determined in March 2010. Based on
fiscal 2010 sales performance, Mr. Mintzer did not receive any payment under this sales
commission plan.(4)
    
    As discussed below, payments to eligible employees under the N.A. e-Commerce Plan were 55.4%
of target. The Compensation Committee increased Mr. Hardys award by $20,000 to $178,063.
The Compensation Committee considered, with input from members of senior management, in a
subjective manner, how well Mr. Hardy performed his duties as described above during the year.
The determination to increase Mr. Hardys bonus was based on the Compensation Committees
judgment with input from members of senior management.(5)
    
    Because Mr. Gold was not employed by the Company at the end of fiscal 2010, he was not
entitled to any leadership bonus plan payments. In addition to his 50% target award under the
N.A. e-Commerce Plan, pursuant to the amendment to his offer letter dated July 31, 2009 Mr.
Gold was eligible for an annual incentive arrangement, in addition to the Companys leadership
bonus plan, which provided Mr. Gold with the opportunity to earn an additional annual bonus of
up to 50% of his annual base salary based on individual and departmental performance goals to
be established by the Compensation Committee.  11




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
    
    Non-GAAP Income from Operations, defined as: income from operations excluding
stock-based compensation, depreciation and amortization expenses, and the following
expenses relating to acquisitions: transaction expenses, due diligence expenses,
integration expenses, non-cash inventory valuation adjustments, and the cash portion
of any deferred acquisition payments recorded as compensation expense, after taking
into affect any payment of incentives under the leadership bonus plan for fiscal
2010, and excluding any one time
significant gains or losses on assets or equity sales or any other extraordinary,
non-operating revenue or expense. NGIO has been chosen as a performance metric under
the leadership bonus plan because it is a significant financial metric used by
management and our investors to evaluate our operating performance.
 
    
    Free Cash Flow, defined as: NGIO minus capital expenditures paid by the Company.
FCF was added as a metric for the 2010 leadership bonus plan because it is a
significant financial metric used by management and our investors to evaluate
operating cash flows generated by the Company.
   Global Marketing% of Target Award
    
    Corporate NGIO
    
    
    Corporate FCF
    
    
    Services NGIO20.0%
    
    $114.7 million
    
    $63.7 million
    
    $32.1 million100.0%
    
    $135.0  million
    
    $74.9 million
    
    $37.7 million150.0%
    
    $175.5 million
    
    $97.4 million
    
    $53.3 million
   Equity-Based Compensation
  
    
    initial equity awards upon hiring;
    
    annual equity awards; and
    
    discretionary equity awards.
  12




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Non-Performance-Based Cash Bonuses.
 Long-Term Incentive Plans.
  13




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Severance Payments
 Change in Control Agreements
  Determination of Compensation for GSIs Chief Executive Officer
   
    
    annual base salary of $474,000 in cash;
 
    
    annual RSU award with a fair market value on the date of grant of $675,000;
 
    
    annual PRSU award with a target fair market value of $1.4 million each year;
 
    
    opportunity to participate in all benefit plans and programs offered to our
senior executives, except for equity incentive, stock option or bonus plans or
programs other than as provided for in the employment agreement; and
 
    
    reimbursement by us for all actual, ordinary, necessary and reasonable expenses
Mr. Rubin incurs during the performance of his duties.
  Overall Compensation Program
  14




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Base Salary
 Annual RSU Grant
  Performance-Based RSU Grant
    Target Number of
    
    Percent of Target
    
    
    Number of SharesShares
    
    Shares Earned
    
    
    Earned50,505
    
    
    48.0
    %
    
    
    24,242
  15




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Change in Control and Severance Provisions
   Other Compensation Components
 4 01(k) Plan Matching Contributions
 Deferred Compensation Plan
 Perquisites, Personal Benefits and Other Compensation
 Policy on Deductibility of Compensation
  Compensation Related to the Proposed Merger
   16




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Compensation Committee Report
 The information contained in this Compensation Committee Report is not soliciting material
and has not been filed with the Securities and Exchange Commission. This Compensation Committee
Report will not be incorporated by reference into any of our future filings under the Securities
Act of 1933 or the Exchange Act, except to the extent that we may specifically incorporate it by
reference into a future filing.
  
 Compensation Committee Interlocks and Insider Participation
    17




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Summary Compensation Table
  Non-EquityIncentive Plan
    
    
    All OtherStock
    
    
    Option
    
    
    Compensation
    
    
    CompensationSalary
    
    
    Bonus
    
    
    Awards(1)
    
    
    Awards(2)
    
    
    (3)
    
    
    (4)
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Michael G. Rubin
    
    
    2010
    
    
    
    474,000
    
    
    
    
    
    
    
    2,074,981
    
    
    
    
    
    
    
    
    
    
    
    2,687
    
    
    
    2,551,668Chairman, President and Chief Executive Officer
    
    
    2009
    
    
    
    474,000
    
    
    
    
    
    
    
    1,876,548
    
    
    
    
    
    
    
    
    
    
    
    4,055
    
    
    
    2,354,603(principal executive officer)
    
    
    2008
    
    
    
    474,000
    
    
    
    
    
    
    
    2,777,285
    
    
    
    
    
    
    
    
    
    
    
    7,130
    
    
    
    3,258,415Michael R. Conn
    
    
    2010
    
    
    
    390,000
    
    
    
    
    
    
    
    1,549,992
    
    
    
    
    
    
    
    128,700
    
    
    
    10,328
    
    
    
    2,079,020Executive Vice President, Finance and
    
    
    2009
    
    
    
    390,000
    
    
    
    
    
    
    
    301,815
    
    
    
    
    
    
    
    216,420
    
    
    
    10,585
    
    
    
    918,820Chief
Financial Officer (principal financial officer)
    
    
    2008
    
    
    
    390,000
    
    
    
    
    
    
    
    490,611
    
    
    
    
    
    
    
    125,702
    
    
    
    13,130
    
    
    
    1,019,443Christopher Saridakis (5)
    
    
    2010
    
    
    
    333,333
    
    
    
    
    
    
    
    2,389,468
    
    
    
    
    
    
    
    282,333
    
    
    
    2,200
    
    
    
    3,007,334Chief Executive Officer, Global Marketing ServicesDamon Mintzer
    
    
    2010
    
    
    
    444,158
    
    
    
    73,286
    (6)
    
    
    549,993
    
    
    
    
    
    
    
    84,584
    
    
    
    4,328
    
    
    
    1,156,349Executive Vice President, Strategic
    
    
    2009
    
    
    
    444,158
    
    
    
    
    
    
    
    275,340
    
    
    
    
    
    
    
    296,474
    
    
    
    4,585
    
    
    
    1,020,557Business Development
    
    
    2008
    
    
    
    444,158
    
    
    
    
    
    
    
    524,373
    
    
    
    
    
    
    
    131,027
    
    
    
    7,130
    
    
    
    1,106,688J. Scott Hardy
    
    
    2010
    
    
    
    415,000
    
    
    
    
    
    
    
    549,993
    
    
    
    
    
    
    
    178,063
    
    
    
    3,315
    
    
    
    1,146,371Executive Vice President,
    
    
    2009
    
    
    
    415,000
    
    
    
    
    
    
    
    301,815
    
    
    
    
    
    
    
    230,294
    
    
    
    3,914
    
    
    
    951,023Business Management
    
    
    2008
    
    
    
    415,000
    
    
    
    
    
    
    
    350,000
    
    
    
    
    
    
    
    122,425
    
    
    
    69,787
    
    
    
    957,212Stephen J. Gold
    
    
    2010
    
    
    
    163,154
    
    
    
    
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    802,556
    
    
    
    1,365,710Former Executive Vice President, Chief Information
    
    
    2009
    
    
    
    404,000
    
    
    
    
    
    
    
    275,340
    
    
    
    
    
    
    
    324,189
    
    
    
    52,585
    
    
    
    1,056,114Officer and Corporate Chief Technology Officer(7)
    
    
    2008
    
    
    
    404,000
    
    
    
    
    
    
    
    845,864
    
    
    
    
    
    
    
    119,180
    
    
    
    37,130
    
    
    
    1,406,174
 
 (1)
    
    The amounts included in the Stock Awards column represent the aggregate grant date fair
value for stock awards granted during fiscal 2010, 2009 and 2008 computed in accordance with
Codification Topic 718. For a discussion of valuation assumptions, see Note 2 to GSIs
consolidated financial statements in GSIs annual report on Form 10-K for fiscal 2010. See
the Grants of Plan Based Awards Table for more information regarding the stock awards GSI
granted in fiscal 2010.(2)
    
    GSI did not grant any stock option awards in fiscal 2010, 2009 and 2008.(3)
    
    For fiscal 2010, 2009 and 2008, represents amounts earned under the 2010 Leadership Bonus
Plan, 2009 Leadership Bonus Plan and 2008 Leadership Bonus Plan, respectively.(4)
    
    All other compensation for fiscal 2010 consisted of the amounts shown in the table below: CompanyCompany
    
    
    paid lifeOther
    
    
    contributions
    
    
    insurance
    
    
    Total All OtherBenefits
    
    
    to 401(k) plan
    
    
    premiums
    
    
    CompensationExecutive Officer
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Michael G. Rubin
    
    
    
    
    
    
    2,484
    
    
    
    203
    
    
    
    2,687Michael R. Conn
    
    
    6,000
    
    
    
    4,125
    
    
    
    203
    
    
    
    10,328Christopher Saridakis
    
    
    
    
    
    
    2,115
    
    
    
    85
    
    
    
    2,200Damon Mintzer
    
    
    
    
    
    
    4,125
    
    
    
    203
    
    
    
    4,328J. Scott Hardy
    
    
    
    
    
    
    3,112
    
    
    
    203
    
    
    
    3,315Stephen J. Gold
    
    
    799,594
    
    
    
    2,877
    
    
    
    85
    
    
    
    802,556
 Other benefits consisted of the following: (i) for Mr. Conn, a car allowance; and (ii)
for Mr. Gold, reimbursement for housing expenses of $28,885 and severance payments of
$770,709.Additionally, GSI purchases season tickets to sporting events for business use. If the
tickets are not used for business purposes, they are made available to GSIs directors,
officers and other employees for personal use. There is no incremental cost to GSI for the
personal use of such tickets.(5)
    
    Mr. Saridakis joined GSI in April 2010.(6)
    
    Represents a bonus paid to Mr. Mintzer under an unwritten supplemental bonus plan awarded at
the discretion of the Compensation Committee, whereby Mr. Mintzer was eligible to earn up to
34.38% of his fiscal 2010 base salary for his performance during fiscal 2010.(7)
    
    Mr. Gold resigned from GSI effective May 21, 2010.  18




---



##### Table of Contents



Grants of Plan-Based Awards
  All OtherStockAwards:
    
    
    Grant DateEstimated Possible Payouts
    
    
    Estimated Possible Payouts
    
    
    Number of
    
    
    Fair Value ofUnder Non-Equity Incentive
    
    
    Under Equity Incentive
    
    
    Shares of
    
    
    Stock andAward
    
    
    
    
    
    
    Plan Awards(2)
    
    
    Plan Awards(3)
    
    
    Stock or
    
    
    OptionType
    
    
    Grant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units(4)
    
    
    Awards(5)Name
    
    (1)
    
    
    Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    ($)Michael G. Rubin
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,350
    (6)
    
    
    674,982Chairman, President and Chief Executive Officer
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,050
    
    
    
    50,505
    
    
    
    75,757
    
    
    
    
    
    
    
    1,399,999
    (7)(principal executive officer)Michael R. Conn
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (6)
    
    
    400,000Executive Vice President, Finance and Chief
    
    LBP
    
    
    3/31/10
    
    
    
    26,813
    
    
    
    268,125
    
    
    
    402,188
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Financial Officer (principal
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,082
    
    
    
    5,411
    
    
    
    8,116
    
    
    
    
    
    
    
    149,993
    (8)financial officer)
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,075
    (6)
    
    
    999,999Christopher Saridakis
    
    RSU
    
    
    5/3/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,126
    (9)
    
    
    2,389,468Chief Executive Officer,
    
    LBP
    
    
    5/3/10
    
    
    
    33,333
    
    
    
    333,333
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Global Marketing Services
    
    LTI
    
    
    5/3/10
    
    
    
    0
    
    
    
    0
    
    
    
    30,000,000
    (10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Damon Mintzer
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (6)
    
    
    400,000Executive Vice President,
    
    LBP
    
    
    3/31/10
    
    
    
    15,268
    
    
    
    152,679
    
    
    
    579,019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Strategic Business Development
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,082
    
    
    
    5,411
    
    
    
    8,116
    
    
    
    
    
    
    
    149,993
    (8)J. Scott Hardy
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (6)
    
    
    400,000Executive Vice President
    
    LBP
    
    
    3/31/10
    
    
    
    28,531
    
    
    
    285,313
    
    
    
    427,969
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Business Management
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,082
    
    
    
    5,411
    
    
    
    8,116
    
    
    
    
    
    
    
    149,993
    (8)Stephen J. Gold,
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (6)
    
    
    400,000Former Executive Vice President, Chief
    
    LBP
    
    
    3/31/10
    
    
    
    20,200
    
    
    
    202,000
    
    
    
    505,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Information Officer and Corporate Chief
Technology Officer
 
 (1)
    
    Award Type:RSU = Restricted Stock UnitPRSU = Performance Restricted Stock UnitLBP = Leadership Bonus PlanLTI = Long-Term Incentive Plan(2)
    
    Represents bonuses payable under GSIs 2010 Leadership Bonus Plan. The amount shown in the
Threshold column represents the bonus payable assuming the minimum performance threshold for
payments under that plan is achieved, the amount shown in the Target column represents the
bonus payable assuming that the performance target under that plan is achieved and the amount
shown in the Maximum column represents the maximum bonus payable under that plan, if the
performance target is achieved and exceeded, based upon the individuals performance. In
addition to bonuses payable under GSIs 2010 Leadership Bonus Plan, Mr. Golds target and
maximum awards include $202,000 of additional bonus opportunity pursuant to his amended offer
letter.(3)
    
    Represents awards of performance restricted stock units made to Mr. Rubin pursuant to his
employment agreement (see Employment Agreements and Arrangements  Michael G. Rubin) and to
Mr. Conn and Mr. Hardy under the 2010 Equity Plan.(4)
    
    All restricted stock units were granted under the 2005 Equity Plan.(5)
    
    GSI did not grant any stock options in fiscal 2010 to the Named Officers(6)
    
    This restricted stock unit award vests as to 25% of the total number of shares subject to the
award on each of May 10 of 2011, 2012, 2013 and 2014.(7)
    
    Represents the grant date fair value of the performance restricted stock units at the target
level. On February 22, 2011, the Compensation Committee determined that 24,242 shares, with a
grant date fair value of $671,988, were earned. The grant date fair value of the performance
restricted stock units at the maximum level was $2,099,984. This performance restricted stock
unit is scheduled to vest as to 50% of the total number of shares subject to the award on each
of January 2, 2012 and January 2, 2013.(8)
    
    Represents the grant date fair value of the performance restricted stock units at the target
level. The grant date fair value of the performance restricted stock units at the maximum
level was $224,976. The performance period is fiscal 2010 and 2011, and the number shares
earned will be determined after the completion of the performance period. The number of
shares earned, if any, will vest on January 2, 2013.(9)
    
    This restricted stock unit award vests as to 20% of the total number of shares subject to the
award on each of May 4 of 2011, 2012, 2013, 2014 and 2015.(10)
    
    See Employment Agreements and Arrangements below for a description of Mr. Saridakis award.  19




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##### Table of Contents



Employment Agreements and Arrangements
  Michael G. Rubin
    
    
    such portion of performance restricted stock units that were issued shall be
forfeited and cancelled as provided by the Board or the Compensation Committee;
 
    
    such portion of performance restricted stock units that became vested will be
deemed to be not vested and will be deemed to be forfeited and cancelled as provided by
the Board or the Compensation Committee; and
 
    
    such portion of performance restricted stock units that were settled in exchange
for shares of GSIs stock shall be paid by Mr. Rubin to GSI upon notice from GSI as
provided by the Board or the Compensation Committee.
    Michael R. Conn.
 Stephen J. Gold
  20




---



##### Table of Contents



J. Scott Hardy
 Damon Mintzer.
 Christopher Saridakis
    2010 Leadership Bonus Plan
   21




---



##### Table of Contents




    
    Non-GAAP Income from Operations (NGIO), defined as: income from operations
excluding stock-based compensation, depreciation and amortization expenses, and the
following expenses relating to acquisitions: transaction expenses, due diligence
expenses, integration expenses, non-cash inventory valuation adjustments, and the
cash portion of any deferred acquisition payments recorded as compensation expense,
after taking into affect any payment of incentives under this Plan for fiscal 2010,
and excluding any one time significant gains or losses on assets or equity sales or
any other extraordinary, non-operating revenue or expense.
 
    
    Free Cash Flow (FCF), defined as: NGIO minus capital expenditures paid by the
Company.
     22




---



##### Table of Contents



Outstanding Equity Awards At Fiscal Year-End
  Option Awards
    
    
    Stock AwardsEquityIncentiveEquity
    
    
    PlanIncentive
    
    
    Awards:Plan
    
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    
    Unearned
    
    
    UnearnedNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value
    
    
    Shares,
    
    
    Shares,Securities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    of Shares or
    
    
    Units or
    
    
    Units orUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Units of
    
    
    Other
    
    
    OtherUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    Stock That
    
    
    Rights
    
    
    RightsOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Have Not
    
    
    That Have
    
    
    That HaveAward
    
    
    
    
    
    
    (#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    Vested
    
    
    Not Vested
    
    
    Not VestedName
    
    Type (1)
    
    
    Grant Date
    
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Michael G. Rubin
    
    Option
    
    
    12/19/03
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    12/19/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chairman, President
    
    Option
    
    
    4/6/05
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    13.46
    
    
    
    04/06/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and Chief Executive
    
    RSU
    
    
    3/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,876
    (2)
    
    
    206,189
    
    
    
    
    
    
    
    Officer (principal
    
    PRSU
    
    
    3/4/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,300
    (3)
    
    
    703,869
    
    
    
    
    
    
    
    executive officer)
    
    RSU
    
    
    3/4/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,761
    (4)
    
    
    575,198
    
    
    
    
    
    
    
    RSU
    
    
    3/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,750
    (5)
    
    
    784,013
    
    
    
    
    
    
    
    PRSU
    
    
    3/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,742
    (6)
    
    
    3,408,817
    
    
    
    
    
    
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,350
    (7)
    
    
    565,651
    
    
    
    
    
    
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,505
    (8)
    
    
    1,173,231Michael R. Conn
    
    Option
    
    
    11/6/03
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    10.00
    
    
    
    11/06/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Vice
    
    Option
    
    
    4/6/05
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    13.46
    
    
    
    04/06/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    President, Finance
    
    RSU
    
    
    3/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,274
    (9)
    
    
    99,285
    
    
    
    
    
    
    
    and Chief Financial
    
    RSU
    
    
    3/4/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,838
    (10)
    
    
    298,227
    
    
    
    
    
    
    
    Officer (principal
    
    RSU
    
    
    3/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,375
    (5)
    
    
    496,541
    
    
    
    
    
    
    
    financial officer)
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,075
    (11)
    
    
    838,022
    
    
    
    
    
    
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (11)
    
    
    335,209
    
    
    
    
    
    
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,411
    (12)
    
    
    125,698Christopher Saridakis
    
    RSU
    
    
    5/4/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,126
    (13)
    
    
    2,070,397
    
    
    
    
    
    
    
    Chief Executive
Officer, Global
Marketing ServicesDamon Mintzer
    
    Option
    
    
    4/6/05
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    13.46
    
    
    
    04/06/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive Vice
    
    RSU
    
    
    3/6/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,274
    (9)
    
    
    99,285
    
    
    
    
    
    
    
    President, Strategic
    
    RSU
    
    
    3/4/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,838
    (10)
    
    
    298,227
    
    
    
    
    
    
    
    Business Development
    
    RSU
    
    
    3/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,500
    (5)
    
    
    452,985
    
    
    
    
    
    
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (11)
    
    
    335,209
    
    
    
    
    
    
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,411
    (12)
    
    
    125,698J. Scott Hardy
    
    RSU
    
    
    5/21/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,716
    (14)
    
    
    527,693
    
    
    
    
    
    
    
    Executive Vice
    
    RSU
    
    
    3/4/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,838
    (10)
    
    
    298,227
    
    
    
    
    
    
    
    President, Business
    
    RSU
    
    
    3/10/09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,375
    (5)
    
    
    496,541
    
    
    
    
    
    
    
    Management
    
    RSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,430
    (11)
    
    
    335,209
    
    
    
    
    
    
    
    PRSU
    
    
    3/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,411
    (12)
    
    
    125,698Stephen J.
Gold
    
     
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former Executive
Vice President,
Chief Information
Officer and
Corporate Chief
Technology Officer
 
 (1)
    
    Award Type:Option = Stock OptionRSU = Restricted Stock UnitPRSU = Performance Restricted Stock Unit(2)
    
    8,876 shares vested on February 4, 2011.  23




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##### Table of Contents



(3)
    
    Of this performance restricted stock unit award, 30,301 shares vested on April 3, 2010 and
30,300 shares vested on February 2, 2011. The Compensation Committee determined the number of
shares subject to the award on April 10, 2009.(4)
    
    12,381 shares vested on April 3, 2011 and 12,380 shares vest on February 3, 2012.(5)
    
    This restricted stock unit award will vest as to 25% of the total number of shares subject to
the award on April 20, 2010, April 20, 2011, April 20, 2012 and April 20, 2013.(6)
    
    Of this performance restricted stock unit award, 73,371 shares vest on April 20, 2011 and
73,371 shares vest on April 20, 2012. The Compensation Committee determined the number of
shares subject to the award on March 2, 2010.(7)
    
    This restricted stock unit award vests as to 25% of the total number of shares subject to the
award on each of May 10 of 2011, 2012, 2013 and 2014.(8)
    
    This PRSU was for 50,505 shares at the target level. On February 22, 2011 the Compensation
Committee determined that 24,242 shares were earned. 50% of the total number of shares earned
vest on each of January 2, 2012 and January 2, 2013.(9)
    
    4,274 shares vested on February 4, 2011.(10)
    
    6,419 shares vested on April 3, 2011 and 6,419 shares vest on February 3, 2012.(11)
    
    This restricted stock unit award vests as to 25% of the total number of shares subject to the
award on each of May 10 of 2011, 2012, 2013 and 2014.(12)
    
    This PRSU is for 5,411 shares at the target level. After the conclusion of the performance
period, which runs from fiscal year 2010 to fiscal year 2011, the Compensation Committee will
determine the number of shares earned. Shares earned, if any, will vest on January 2, 2013.(13)
    
    This restricted stock unit award vests as to 20% of the total number of shares subject to the
award on each of May 4 of 2011, 2012, 2013, 2014 and 2015.(14)
    
    11,358 shares vest on May 21, 2011 and 11,358 shares vest on May 21, 2012.  24




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##### Table of Contents



Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber of
    
    
    
    
    
    
    Number ofShares
    
    
    Value
    
    
    Shares
    
    
    ValueAcquired
    
    
    Realized on
    
    
    Acquired
    
    
    Realized onon Exercise
    
    
    Exercise
    
    
    on Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($) (1)Michael G. Rubin 

Chairman, President and Chief Executive Officer

(principal executive officer)
    
    
    1,000,000
    
    
    
    22,353,190
    
    
    
    123,265
    
    
    
    3,024,366Michael R. Conn
Executive Vice President, Finance and Chief Financial Officer
(principal financial officer)
    
    
    95,000
    
    
    
    1,775,233
    
    
    
    32,990
    
    
    
    856,687Christopher Saridakis 
Chief Executive Officer, Global Marketing Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Damon Mintzer 
Executive Vice President, Strategic Business Development
    
    
    160,000
    
    
    
    2,411,617
    
    
    
    34,664
    
    
    
    899,186J. Scott Hardy 
Executive Vice President,
Business Management
    
    
    
    
    
    
    
    
    
    
    24,903
    
    
    
    650,393Stephen J. Gold 
Former Executive Vice President, Chief Information Officer
and 
Corporate Chief Technology Officer
    
    
    
    
    
    
    
    
    
    
    39,573
    
    
    
    1,059,449
 
 (1)
    
    Represents the product of the closing price of GSIs common stock on the date of vesting of
the stock award multiplied by the number of shares vested. Equity Incentive Plans
  2010 Equity Incentive Plan
     25




---



##### Table of Contents



2005 Equity Incentive Plan
      26




---



##### Table of Contents



1996 Equity Incentive Plan
     Fanatics, Inc. 2008 Equity Incentive Plan
   Nonqualified Deferred Compensation
    27




---



##### Table of Contents



Aggregate
    
    
    AggregateExecutive
    
    
    Registrant
    
    
    Aggregate
    
    
    Withdrawals/
    
    
    Balance atContributions
    
    
    Contributions
    
    
    Earnings in
    
    
    Distributions
    
    
    Last FYEName
    
    in Last FY ($)
    
    
    in Last FY ($)
    
    
    Last FY (1)($)
    
    
    ($)
    
    
    (2)($)Michael G. Rubin 
Chairman, President and Chief
Executive Officer

(principal executive officer)
    
    
    
    
    
    
    
    
    
    
    20,656
    
    
    
    
    
    
    
    275,255
 
 (1)
    
    Earnings received by the Named Officer are not reported as compensation in the Summary
Compensation Table because such earnings are not considered to be above market earnings
under SEC regulations.(2)
    
    $293,894 of such amount was reported as compensation in the Summary Compensation Table for
prior years. Potential Payments Upon Termination of Employment or Change in Control
 Change in Control Agreements
  
    
    all equity awards held by the employee will immediately become fully vested and
exercisable and all restrictions set forth in these equity awards related to the passage
of time and/or continued employment will immediately lapse; and
 
    
    the employee will have continued exercisability of each stock option and stock
appreciation right held by the employee, if any, for the remaining term of each such
equity award;
   28




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##### Table of Contents




    
    a material reduction in the employees duties, positions, titles, offices,
authority or responsibilities relative to the duties, position, titles, offices,
authority or responsibilities in effect immediately prior to the change in control; the
assignment to the employee of any duties or responsibilities that are substantially
inconsistent with the employees duties, positions, titles, offices, authority or
responsibilities as in effect immediately before such assignment; or any removal of the
employee from or failure to reappoint or reelect the employee to any of such positions,
titles or offices; except that if such event occurs solely from the fact that GSI is no
longer a publicly traded and listed company, it will not by itself constitute good
reason;
 
    
    a reduction in the employees base salary as in effect immediately prior to the
change in control;
 
    
    a reduction in the employees bonus or other cash incentive compensation
opportunity as in effect immediately prior to the change in control; a reduction or
negative change in the employees equity award or other long-term non-cash incentive
opportunities (the value of which is measured as of the date of grant using a reasonable
valuation methodology consistently applied); or a reduction or negative change in the
employees benefits other than base salary, bonus or other cash and non cash incentive
compensation as in effect immediately prior to the change in control; except that good
reason shall not exist under this clause if after a change in control, GSI offers the
employee a range of cash and non-cash bonus and incentive opportunities and other
benefits which, taken as a whole, are comparable to the cash and non-cash bonus and
incentive opportunities and other benefits provided to the employee immediately prior to
the change in control;
 
    
    GSIs failure to timely pay or provide to the employee any portion of the
employees compensation or benefits then due to the employee;
 
    
    a relocation of the employees principal place of employment that will result in
an increase of more than thirty miles in the employees one-way commute as compared to
the employees one-way commute prior to the change of control;
 
    
    any material breach by GSI of the change in control agreement or any other
material agreement between GSI and the employee, including any employment agreement,
indemnification agreement or agreement relating to any equity award; or
 
    
    GSIs failure to obtain, before a change in control occurs, an agreement in
writing from any successors and assigns to all or substantially all of GSIs business or
assets to assume and agree to perform the change in control agreement unless otherwise
assumed by such successors and assigns by operation of law.
  
    
    was grossly negligent or engaged in willful misconduct in the performance of his
duties; or
 
    
    was convicted of, or entered a plea of guilty to, a crime involving a felony or
any criminal offense constituting fraud, dishonesty or moral turpitude under the laws of
the United States or any state thereof, other than an automobile offense; or
 
    
    intentionally and materially violated any contract or agreement between the
employee and GSI, GSIs code of business conduct or any of GSIs material policies,
unless done, or omitted to be done, in good faith and with the reasonable belief that
the action or omission was in GSIs best interests; and
 
    
    the employee has not remedied such matter within 30 days of GSI giving the
employee written notice of its intention to terminate his employment within 90 days.
  
    
    any person, entity or group acting in concert becomes the beneficial owner of
more than 50% of the combined voting power of GSIs voting securities, subject to
exceptions for financings and changes resulting from GSIs purchases of its voting
securities;
 
    
    GSI is a party to a merger, consolidation or similar transaction and, immediately
after the completion of such transaction, GSI stockholders immediately prior to such
transaction do not beneficially own more than fifty
percent of the combined outstanding voting power of either the surviving entity in
such transaction or the parent of the surviving entity in such transaction, in each
case in substantially the same proportions as their ownership of GSI outstanding
voting securities immediately prior to such transaction;
  29




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##### Table of Contents




    
    GSIs stockholders or the Board of Directors approves a plan for its complete
dissolution or liquidation, or its complete dissolution or liquidation otherwise occurs;
 
    
    GSI completes a sale, lease, exclusive license or other disposition of all or
substantially all of its consolidated assets, other than a sale, lease, license or other
disposition to an entity, more than fifty percent of the combined voting power of the
voting securities of which are beneficially owned by GSIs stockholders in substantially
the same proportions as their ownership of GSIs outstanding voting securities
immediately prior to such transaction; or
 
    
    if a majority of GSIs directors as of the effective date of the agreement are
replaced other than in specified circumstances.
  Termination or Change in Control Provisions in 2010 Equity Plan
  Termination or Change in Control Provisions in 2005 Equity Plan
    30




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##### Table of Contents



Termination or Change in Control Provisions in Employment Agreements
 General.
 
    
    the earned but unpaid portion of his base salary though the date of termination;
    
    any other benefits accrued by the Named Officer under GSIs benefit plans or
programs up to the date of termination;
 
    
    any unpaid business expenses.
 Michael G. Rubin.
  
    
    Mr. Rubin is demoted, removed or not re-elected to any of his positions or
offices, including his position as a member of the Board, or Mr. Rubin is assigned
duties or responsibilities that are materially inconsistent with, or constitute a
material diminishment of, Mr. Rubins title, position, responsibilities or authorities,
including the change in any reporting relationships which results in Mr. Rubin no longer
reporting directly to the Board;
 
    
    GSI materially breaches the agreement;
 
    
    there is a material reduction in the benefits provided to Mr. Rubin under the
agreement;
 
    
    there is a material reduction in the performance restricted stock units granted
to Mr. Rubin;
 
    
    Mr. Rubins principal place of employment is moved to a location that is more
than 50 miles from the current location listed (unless such new location is closer to
Mr. Rubins principal residence);
 
    
    GSI fails to obtain the assumption of the agreement by any successor to GSIs
business or substantially all of its assets; or
 
    
    there is a purported termination of Mr. Rubin for cause which is not effected
pursuant to the method described the agreement.
      31




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##### Table of Contents



Stephen J. Gold
 Date of Severance
    
    Number of Months of Base Salary7/1/2009  6/30/2010
    
    24 months7/1/2010  6/30/2011
    
    18 months7/1/2011 and thereafter
    
    12 months
   J. Scott Hardy.
 Christopher Saridakis.
   32




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##### Table of Contents



Reason for Termination of EmploymentTermination byUs without CauseTermination by
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    or Termination byUs without Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive foror Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Good Reason inVoluntary by
    
    
    by Executive for
    
    
    For
    
    
    
    
    
    
    
    
    
    
    connection with aExecutive
    
    
    Good Reason
    
    
    Cause
    
    
    Death
    
    
    Disability
    
    
    Change of ControlNamed Officer and Nature of Payment
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Michael G. Rubin
Total cash payment
    
    
    -0-
    
    
    
    2,525,000
    (1)
    
    
    -0-
    
    
    
    -0-
    
    
    
    237,000
    (2)
    
    
    2,525,000
    (1)Cost of continuation of benefits
    
    
    -0-
    
    
    
    20,475
    (3)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    20,475
    (3)Value of accelerated stock awards (4)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    6,025,490
    (5)
    
    
    6,025,490
    (5)
    
    
    6,806,878
    (6)Total
    
    
    -0-
    
    
    
    2,545,475
    
    
    
    -0-
    
    
    
    6,025,490
    
    
    
    6,262,490
    
    
    
    9,352,353Michael R. Conn
Total cash payment
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Cost of continuation of benefits
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Value of accelerated stock awards (4)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,795,470
    (7)
    
    
    1,795,470
    (7)
    
    
    2,192,982
    (8)Total
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,795,470
    
    
    
    1,795,470
    
    
    
    2,192,982
  33




---



##### Table of Contents



Reason for Termination of EmploymentTermination byUs without CauseTermination by
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    or Termination byUs without Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Executive foror Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Good Reason inVoluntary by
    
    
    by Executive for
    
    
    For
    
    
    
    
    
    
    
    
    
    
    connection with aExecutive
    
    
    Good Reason
    
    
    Cause
    
    
    Death
    
    
    Disability
    
    
    Change of ControlNamed Officer and Nature of Payment
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Christopher Saridakis
Total cash payment
    
    
    -0-
    
    
    
    1,200,000
    (10)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    1,200,000
    (10)Cost of continuation of benefits
    
    
    -0-
    
    
    
    15,356
    (11)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    15,356
    (11)Value of accelerated stock awards (4)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    2,070,397
    (7)
    
    
    2,070,397
    (7)
    
    
    2,070,397
    (12)Total
    
    
    -0-
    
    
    
    1,215,356
    
    
    
    -0-
    
    
    
    2,070,397
    
    
    
    2,070,397
    
    
    
    3,285,753Damon Mintzer
Total cash payment
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Cost of continuation of benefits
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Value of accelerated stock awards (4)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    913,891
    (7)
    
    
    913,891
    (7)
    
    
    -0-
    (9)Total
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    913,891
    
    
    
    913,891
    
    
    
    -0-J. Scott Hardy
Total cash payment
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Cost of continuation of benefits
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Value of accelerated stock awards (4)
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    957,448
    (7)
    
    
    957,448
    (7)
    
    
    1,783,367
    (8)Total
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
    
    
    
    957,448
    
    
    
    957,448
    
    
    
    1,783,367
 
 (1)
    
    Represents amount payable under Mr. Rubins employment agreement, payable in 24 monthly
installments following termination of employment.(2)
    
    Represents the maximum amount payable under Mr. Rubins employment agreement, pursuant to
which he will continue to receive his base salary for a period of six months following the
date of termination; however, any such amounts will be reduced, dollar-for-dollar, by any
amounts received by Mr. Rubin under any disability insurance policy or plan provided to Mr.
Rubin by GSI.(3)
    
    Represents the estimated cost to continue Mr. Rubins medical benefits for a period of 24
months following termination of employment, assuming no increase in premiums.(4)
    
    Represents the value of unvested stock awards that would be accelerated as a result of the
termination of employment, calculated as: $23.23, the closing price of GSIs common stock on
December 31, 2010, the last trading day in fiscal 2009, multiplied by the number of unvested
stock awards as of such date.(5)
    
    Represents the value of 201,284 shares under unvested performance restricted stock units
(including the 24,242 shares under the performance restricted stock unit for fiscal 2010 which
on February 22, 2011 the Compensation Committee determined were earned due to our fiscal 2010
financial performance) and 58,100 unvested restricted stock units that would be issued on the
death or disability of Mr. Rubin. The number of performance restricted stock units that
would be issued in the event of the death or disability of Mr. Rubin is equal to the number of
performance restricted stock units to which he would have been entitled had he remained
employed throughout the entire performance period, based upon the extent to which the
performance targets are actually achieved during the performance period.(6)
    
    Represents the value of unvested performance restricted stock units and restricted stock
units that would be accelerated under Mr. Rubins employment agreement.(7)
    
    Represents the value of unvested restricted stock units that would be accelerated upon death
or disability pursuant to their terms.(8)
    
    Represents the value of unvested restricted stock units that would be accelerated under the
change of control agreement.(9)
    
    Mr. Mintzer does not have a change of control agreement. If the change in control also
constituted a corporate transaction under the 2005 Equity Plan and if the surviving or
acquiring entity (or its parent company) elected not to assume outstanding stock awards under
the 2005 Equity Plan, then restricted stock units issued under the 2005 Equity Plan with a
value of $1,311,403 would be accelerated.(10)
    
    Represents amount payable under Mr. Saridakiss employment agreement, payable in 24 monthly
installments following termination of employment. This amount does not include the prorated
bonus Mr. Saridakis would be entitled to pursuant to the terms of his employment agreement.(11)
    
    Represents the estimated cost to continue Mr. Saridakiss medical benefits for a period of 18
months following termination of employment, assuming no increase in premiums.(12)
    
    Represents the value of unvested performance restricted stock units and restricted stock
units that would be accelerated under Mr. Saridakiss employment agreement.  34




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##### Table of Contents



Director Compensation
  Fees Earnedor Paid in
    
    
    Stock
    
    
    OptionCash
    
    
    Awards
    
    
    Awards
    
    
    TotalName(1)
    
    ($)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)M. Jeffrey Branman
    
    
    64,500
    (5)
    
    
    50,960
    
    
    
    
    
    
    
    115,460Michael J. Donahue
    
    
    50,500
    
    
    
    50,960
    
    
    
    
    
    
    
    101,460Ronald D. Fisher
    
    
    57,500
    
    
    
    50,960
    
    
    
    
    
    
    
    108,460John A. Hunter
    
    
    47,000
    
    
    
    50,960
    
    
    
    
    
    
    
    97,960Mark S. Menell (7)
    
    
    49,000
    
    
    
    50,960
    
    
    
    
    
    
    
    99,960Jeffrey F. Rayport
    
    
    57,500
    
    
    
    50,960
    
    
    
    
    
    
    
    108,460David Rosenblatt
    
    
    21,875
    (6)
    
    
    124,998
    
    
    
    
    
    
    
    146,873Lawrence S. Smith
    
    
    64,500
    
    
    
    50,960
    
    
    
    
    
    
    
    115,460Andrea M. Weiss
    
    
    60,000
    
    
    
    50,960
    
    
    
    
    
    
    
    110,960
 
 (1)
    
    Mr. Rubin, a director and president and chief executive officer of GSI, has been omitted from
this table because he receives no additional compensation for serving as a director. A
Director that was a designee of a stockholder that had a contractual right to appoint a
director to GSIs Board did not receive compensation under GSIs director compensation policy
described below. Accordingly, until February 18, 2010, the date that Liberty sold all of its
shares of common stock and no longer had the right to designate a member to GSIs Board of
Directors, Mr. Hunter did not receive any compensation for acting in his capacity as director.
Mr. Kopelman was elected to the Board in fiscal 2011 and, as such, he did not receive any
compensation as a director in fiscal 2010.(2)
    
    The amounts included in the Stock Awards column represent the aggregate grant date fair
value of stock awards granted during fiscal 2010 computed in accordance with Financial
Accounting Standards Boards Accounting Standards Codification Topic 718 (Codification Topic
718). See Note 2 to GSIs consolidated financial statements in GSIs annual report on Form
10-K for fiscal 2010. As of the last day of fiscal 2010, the number of unvested stock awards
held by GSIs non-employee directors was: Mr. Branman  1,775; Mr. Donahue  1,775; Mr.
Fisher  1,775; Mr. Hunter  1,775; Mr. Menell 1,775; Dr. Rayport 1,775; Mr. Rosenblatt
 5,020; Mr. Smith  5,466 and Ms. Weiss  1,775.(3)
    
    GSI did not grant any stock option awards in fiscal 2010. As of the last day of fiscal 2010,
the number of stock option awards held by GSIs non-employee directors was: Mr. Branman 
80,000; Mr. Donahue  0; Mr. Fisher  28,750; Mr. Hunter  25,000; Mr. Menell  6,500; Dr.
Rayport  35,500; Mr. Rosenblatt  0; Mr. Smith  0 and Ms. Weiss  0.(4)
    
    GSI generally does not provide perquisites or other compensation to its non-employee
directors. GSI purchases season tickets to sporting events for business use. If the tickets
are not used for business purposes, they are made available to GSIs directors, officers and
other employees for personal use. There is no incremental cost to GSI for the personal use of
such tickets. GSI has, from time to time, purchased tickets to sporting events for personal
use by its directors and has provided directors with smartphones with voice and data plans for
personal use. The aggregate cost to GSI of such sporting tickets, smartphones, and voice and
data plans did not exceed $10,000 for any director for fiscal 2010.(5)
    
    Includes an annual cash fee of $10,000 paid by GSI to Mr. Branman as an observer on the board
of directors of another company with respect to which GSI has the contractual right to appoint
an observer.(6)
    
    Mr. Rosenblatt was elected to the Board on November 3, 2010.(7)
    
    Mr. Menell resigned from the Board on March 29, 2011. Discussion of Director Compensation
  
    
    an annual cash retainer of $37,500;
 
    
    meeting fees of $1,000 for in-person Board and committee meetings and $500
for telephonic Board and committee meetings; and
 
    
    a restricted stock unit equal to:
 
    
    $125,000 on the directors initial election; and
 
    
    $50,000 on each annual election as a director, including the initial
election.
  35




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36




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ITEM 12:
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
 Equity Compensation Plan Information as of the End of the First Quarter of Fiscal 2011
  Number of SecuritiesNumber of Securities
    
    
    
    
    
    
    Remaining Available forto be Issued upon
    
    
    Weighted-Average
    
    
    Future Issuance UnderExercise of
    
    
    Exercise Price of
    
    
    Equity Compensation PlansOutstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Listed in Column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by 
stockholders (1)
    
    
    5,346,187
    
    
    $
    12.53
    
    
    
    2,573,936Equity compensation plans not approved
by stockholders (2)
    
    
    257,079
    
    
    $
    10.57
    
    
    
    383,974Total
    
    
    5,603,266
    
    
    $
    12.16
    
    
    
    2,957,910
 
 (1)
    
    These plans are the Prior Plans and the 2010 Equity Plan (collectively, the Plans).
The 2010 Equity Plan provides for the grant of incentive stock options, nonstatutory stock
options, restricted stock awards, restricted stock unit awards, stock appreciation rights,
performance stock awards, and other forms of equity compensation. No future awards may be
granted pursuant to the Prior Plans. We have issued stock options, restricted stock units
and restricted stock awards under these Plans. The stock options generally expire 10 years
from the date of grant. The stock options, restricted stock units and restricted stock
awards generally vest over four years, although some restricted stock units and restricted
stock awards vest in less than four years. Performance stock awards generally vest one or
two years after a determination has been made about achievement against the performance
criteria. Upon the occurrence of a change in control, certain awards will immediately
become exercisable in full.(2)
    
    The Fanatics, Inc. 2008 Equity Incentive Plan (the Fanatics Plan) was assumed in
connection with the acquisition of Fanatics, Inc. The Fanatics Plan provides for the grant
of incentive stock options, nonstatutory stock options, restricted stock, and restricted
stock units. Only stock options are outstanding under the Fanatics Plan. The outstanding
stock options expire 10 years from the date of grant, and vest over four years. Security Ownership of Certain Beneficial Owners and Management
   37




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##### Table of Contents



Amount and Natureof BeneficialName, Position and Address Of Beneficial Owner
    
    Ownership
    
    
    Percent of ClassNamed Executive Officers and DirectorsMichael G. Rubin (1)
Chairman, President and Chief Executive
Officer
    
    
    4,677,099
    
    
    
    6.42Michael R. Conn (2)
Executive Vice President, Finance and Chief Financial Officer
    
    
    194,719
    
    
    
    *J. Scott Hardy (3)
Executive Vice President, Business
Management
    
    
    43,806
    
    
    
    *Damon Mintzer (4)
Executive Vice President, Strategic Business Development.
    
    
    51,743
    
    
    
    *Christopher Saridakis (5)
Chief Executive Officer, Global Marketing Services
    
    
    17,826
    
    
    
    *Stephen J. Gold (6)
Former Executive Vice President, Chief Information Officer and
Corporate Chief Technology Officer
    
    
    4,167
    
    
    
    *M. Jeffrey Branman (7)
Director
    
    
    94,063
    
    
    
    *Ronald D. Fisher (8)
Director
    
    
    30,525
    
    
    
    *John A. Hunter (9)
Director
    
    
    26,775
    
    
    
    *Josh Kopelman (10)
Director
    
    
    0
    
    
    
    Jeffrey F. Rayport (11)
Director
    
    
    49,563
    
    
    
    *Michael J. Donahue (12)
Director
    
    
    15,084
    
    
    
    *David Rosenblatt (13)
Director
    
    
    0
    
    
    
    Lawrence S. Smith (14)
Director
    
    
    45,290
    
    
    
    *Andrea M. Weiss (15)
Director
    
    
    19,301
    
    
    
    *All executive officers and directors as a group (15 persons)(16)
    
    
    5,320,902
    
    
    
    7.265% StockholdersFred Alger Management, Inc. (17)
Alger Associates, Incorporated
111 Fifth Avenue 
New York, NY 10003
    
    
    5,238,948
    
    
    
    7.24Wells Fargo and Company (18)
Wells Capital Management Incorporated 
Wells Fargo Bank, National Association 
Wells Fargo Advisors, LLC 
Wells Fargo Funds Management, LLC
420 Montgomery Street 
San Francisco, CA 94163
    
    
    5,415,226
    
    
    
    7.48
  38




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##### Table of Contents



Amount and Natureof BeneficialName, Position and Address Of Beneficial Owner
    
    Ownership
    
    
    Percent of ClassArtisan Partners Holdings LP (19)
Artisan Investment Corporation 
Artisan Partners Limited Partnership 
Artisan Investments GP LLC 
ZFIC, Inc. 
Andrew A. Ziegler 
Carlene M. Ziegler 
Artisan Funds, Inc.
875 East
Wisconsin Avenue, Suite 800
Milwaukee, WI 53202
    
    
    6,669,200
    
    
    
    9.21BlackRock, Inc. (20)
BlackRock Institutional Trust Company, N.A. 
BlackRock Fund Advisors 
BlackRock Asset Management Australia Limited 
BlackRock Advisors, LLC 
BlackRock Capital Management, Inc. 
BlackRock Investment Management, LLC 
BlackRock International Limited 
State Street Research & Management Company
40 East 52nd Street 
New York, NY 10022
    
    
    4,410,616
    
    
    
    6.09eBay Inc. (21)
2145 Hamilton Avenue, 
San Jose, California 95125
    
    
    4,467,545
    
    
    
    6.10
 
 *
    
    Less than one percent.(1)
    
    Includes 440,709 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011. These amounts do not include 72,239 performance-based restricted stock units
that will vest immediately in full in connection with the proposed
merger. Mr. Rubin has pledged a total of 2,151,927 shares of common
stock held by him as security for a margin loan.(2)
    
    Includes 139,752 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011. These amounts do not include 100,000 restricted stock units that will vest
immediately in full in connection with the proposed merger.(3)
    
    Includes 22,091 shares issuable upon the vesting of outstanding restricted stock units within
60 days of April 11, 2011.(4)
    
    Includes 45,108 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011.(5)
    
    Includes 17,826 shares issuable upon the vesting of outstanding restricted stock units within
60 days of April 11, 2011.(6)
    
    Effective May 28, 2010, Mr. Gold resigned from his position as Executive Vice President,
Chief Information Officer and Corporate Chief Technology Officer of GSI.(7)
    
    Includes 36,775 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011.(8)
    
    Includes 30,525 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011.(9)
    
    Includes 26,775 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting
of outstanding restricted stock units within 60 days of April 11, 2011.(10)
    
    5,617 restricted stock units that will vest immediately in full in connection with the
proposed merger are not included in the total for Mr. Kopelman.(11)
    
    Includes 37,275 shares issuable upon exercise of options that are currently exercisable or
which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011.  39




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##### Table of Contents



(12)
    
    Includes 1,775 shares issuable upon the vesting of outstanding restricted stock units within
60 days of April 11, 2011.(13)
    
    These amounts do not include 5,020 restricted stock units that will vest immediately in full
in connection with the proposed merger.(14)
    
    Includes 1,775 shares issuable upon the vesting of outstanding restricted stock units within
60 days of April 11, 2011. Includes 18,800 shares owned in an individual retirement
investment account, 2,000 shares owned by a family partnership, the general partner of which
is controlled by Mr. Smith, and 4,796 shares owned in irrevocable trusts. Mr. Smith has
pledged a total of 17,919 shares of common stock held by him as security for a margin loan.
These amounts do not include 1,845 restricted stock units that will vest immediately in full
in connection with the proposed merger.(15)
    
    Includes 1,775 shares issuable upon the vesting of outstanding restricted stock units within
60 days of April 11, 2011.(16)
    
    Includes (i) 4,985,193 shares of common stock beneficially owned in the aggregate by the
Named Officers (other than Mr. Gold who resigned effective May 28, 2010) as set forth in this
table (of which 665,486 are issuable upon exercise of options that are currently exercisable
or which are issuable upon the vesting of outstanding restricted stock units within 60 days of
April 11, 2011); (ii) 280,601 shares of common stock beneficially owned in the aggregate by
the directors (other than Mr. Rubin) as set forth in this table (of which 136,675 are issuable
upon exercise of options that are currently exercisable or which are issuable upon the vesting
of outstanding restricted stock units within 60 days of April 11, 2011); and (iii) 55,108
shares of common stock beneficially owned in the aggregate by executive officers (other than
Named Officers) (of which 55,108 are issuable upon exercise of options that are currently
exercisable or which are issuable upon the vesting of outstanding restricted stock units
within 60 days of April 11, 2011). These amounts do not include 184,721 performance-based
restricted stock units and restricted stock units that will vest immediately in full in
connection with the proposed merger.(17)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission on February 14,
2011. By virtue of the Alger familys ownership of controlling interest in Alger Associates,
Incorporated, which indirectly owns Fred Alger Management, Inc., ownership of the shares of
common stock may be imputed to the Alger family.(18)
    
    Based on a Schedule 13G/A filed with the Securities and Exchange Commission on April 11,
2011.(19)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission on February 11,
2011.(20)
    
    Based on a Schedule 13G filed with the Securities and Exchange Commission on February 4,
2011.(21)
    
    As a result of the Support Agreements, eBay may be deemed to be the beneficial owner of the
shares listed in the table, which includes 680,750 shares underlying currently exercisable
options and 184,794 shares underlying restricted unit awards that will vest with 60 days of
April 11, 2011. However, eBay disclaims beneficial ownership of the shares listed in the
table. The information in this footnote is derived from a Schedule 13D filed by eBay with the
Securities and Exchange Commission on April 6, 2011.  40




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##### Table of Contents



Changes in Control
      
 ITEM 13:
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Other Relationships and Related Transactions
    41




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##### Table of Contents




    
    whether the related party transaction is in the best interests of GSI and its
stockholders;
 
    
    whether the related party transaction is on terms no less favorable to GSI than
terms generally available in a transaction with an unaffiliated third-party under the
same or similar facts and circumstances;
 
    
    the impact on independence if the related party is a member of the Board of
Directors of GSI; and
 
    
    the extent of the related partys interest in the transaction.
    
    
    any employment relationship or transaction with an executive officer and any
related compensation resulting solely from that employment relationship or transaction
(unless the total compensation is in excess of $100,000) if the compensation resulting
from the relationship or transaction is approved (or recommended to the Board of
Directors for approval) by the Compensation Committee of the Board of Directors;
 
    
    compensation paid to directors for services in their capacities as members of the
Board of Directors and committees thereof if the compensation is approved by the Board
of Directors or the appropriate committee of the Board of Directors;
    
    any transaction in which the interest of the related party arises solely from the
ownership of a class of equity securities of GSI and all holders of that class of equity
securities of the registrant received the same benefit on a pro rata basis (for example,
dividends or distributions paid with respect to a class of the Companys securities);
 
    
    any transaction that occurred at a time before a person or entity became a
related party if such transaction did not continue after such person or entity became a
related party; and
 
    
    any transaction where the rates or charges involved in the transaction are
determined by competitive bids.
  42




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Director Independence
   
 ITEM 14:
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 Independent Registered Public Accounting Firm Fees
  Services Rendered (1)
    
    2010
    
    
    2009Audit Fees
    
    $
    2,392,945
    
    
    $
    1,923,682Audit-Related Fees
    
    
    8,000
    
    
    
    188,450Tax Fees
    
    
    42,070
    
    
    
    147,892All Other Fees
    
    
    2,000
    
    
    
    2,000Total
    
    $
    2,445,215
    
    
    $
    2,262,024
 
 (1)
    
    The aggregate fees included in Audit Fees are fees billed forthe fiscal years. The
aggregate fees included in each of the other categories are fees billed inthe fiscal years. Audit Fees
  43




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##### Table of Contents



Audit-Related Fees
 Tax Fees
 All Other Fees
 Pre-Approval Policies and Procedures.
 
 PART IV
 
 ITEM 15:
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
 
 3. EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    
    Agreement and Plan of Merger, dated as of October 27, 2009, by and among GSI Commerce, Inc, Cola Acquisition Corporation, Retail
Convergence, Inc., certain principal stockholders of Retail Convergence, Inc. and William J. Fitzgerald (as Stockholders
Representative). The schedules and exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. GSI
agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit. (filed as Exhibit 2.1 to GSI
Commerce, Inc.s Current Report on Form 8-K/A filed on April 6, 2010 and incorporated herein by reference)2.2
    
    
    Stock Purchase Agreement by and among e-Dialog, Inc. (a wholly-owned subsidiary of GSI Commerce, Inc.), MBS Insight, Inc., and World
Marketing, Inc., dated April 30, 2010. The schedules and exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of
Regulation S-K. GSI agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit. (filed as
Exhibit 2.1 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and incorporated herein by
reference)3.1
    
    
    Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed as Appendix B to GSI Commerce, Inc.s Definitive
Proxy Statement on Schedule 14A filed on April 27, 2001 and incorporated herein by reference)3.2
    
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation of Global Sports, Inc. (filed as Exhibit 3.1 to GSI
Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 29, 2002 and incorporated herein by reference)3.3
    
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation of GSI Commerce, Inc. (filed as Appendix B to GSI
Commerce, Inc.s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2010 and
incorporated herein by reference)3.4
    
    
    Amended and Restated Bylaws of GSI Commerce, Inc. (filed as Exhibit 3.1 to GSI Commerce, Inc.s Current Report on Form 8-K filed on
March 16, 2009 and incorporated herein by reference)3.5
    
    
    Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to GSI
Commerce, Inc.s Current Report on Form 8-K filed on April 3, 2006 and incorporated herein by reference)4.1
    
    
    Specimen Common Stock Certificate (filed as Exhibit 4.1 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the Quarter ended
June 29, 2002 and incorporated herein by reference)4.2
    
    
    Registration Rights Agreement, dated July 31, 1995, by and between Global Sports, Inc. and MR Acquisitions, Inc. (filed with GSI
Commerce, Inc.s Current Report on Form 8-K filed on July 31, 1995 and incorporated herein by reference)
  44




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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    
    Registration Rights Agreement dated as of November 17, 2009 between GSI Commerce, Inc. and the holders named therein (filed as
Exhibit 4.18 to GSI Commerce, Inc.s Registration Statement on Form S-3 dated November 18, 2009 and incorporated herein by reference)4.4
    
    
    Rights Agreement, dated as of April 3, 2006, between GSI Commerce, Inc. and American Stock Transfer & Trust Company, as Rights Agent,
including all exhibits thereto (filed as Exhibit 4.1 to GSI Commerce, Inc.s Current Report on Form 8-K filed on April 3, 2006 and
incorporated herein by reference)4.5
    
    
    Indenture dated as of July 2, 2007 between the Company and The Bank of New York, as trustee (filed as Exhibit 4.2 to GSI Commerce,
Inc.s Current Report on Form 8-K dated July 5, 2007 and incorporated herein by reference)4.6
    
    
    Form of 2.50% Convertible Senior Note due 2027 (filed as Exhibit 4.1 to GSI Commerce, Inc.s Current Report on Form 8-K dated July 5,
2007 and incorporated herein by reference)4.7
    
    
    Senior Indenture of GSI Commerce, Inc. with The Bank of New York Mellon, as trustee (filed as Exhibit 4.24 to GSI Commerce, Inc.s
Registration Statement on Form S-3 dated November 18, 2009 and incorporated herein by reference)4.8
    
    
    Subordinated Indenture of GSI Commerce, Inc. with The Bank of New York Mellon, as trustee (filed with GSI Commerce, Inc.s
Registration Statement on Form S-3 dated November 18, 2009 and incorporated herein by reference)10.1
    +
    
    GSI Commerce, Inc.s 1996 Equity Incentive Plan, amended and restated as of March 5, 2008 (filed as Exhibit 10.1 to GSI Commerce,
Inc.s Annual Report on Form 10-K for the fiscal year ended December 29, 2007 and incorporated herein by reference)10.2
    +
    
    GSI Commerce, Inc.s 2005 Equity Incentive Plan as amended (filed as Appendix A to GSI Commerce, Inc.s Definitive Proxy Statement on
Schedule 14A filed with the Securities Exchange Commission on April 25, 2008 and incorporated herein by reference)10.3
    +
    
    GSI Commerce, Inc. 2010 Equity Incentive Plan (filed as Appendix A to GSI Commerce, Inc.s Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 13, 2010 and incorporated herein by reference)10.4
    +
    
    Form of Restricted Stock Unit Grant Notice Under the GSI Commerce, Inc. 2010 Equity Incentive Plan (filed as Exhibit 10.5 to GSI
Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and incorporated herein by reference)10.5
    +
    
    Form of Performance Restricted Stock Unit Award Under the GSI Commerce, Inc. 2010 Equity Incentive Plan (filed as Exhibit 10.6 to GSI
Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and incorporated herein by reference)10.6
    +
    
    Form of Restricted Stock Unit Grant Notice Issued to Directors Under the GSI Commerce, Inc. 2010 Equity Incentive Plan (Initial
Award) (filed as Exhibit 10.3 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and
incorporated herein by reference)10.7
    +
    
    Form of Restricted Stock Unit Grant Notice Issued to Directors Under the GSI Commerce, Inc. 2010 Equity Incentive Plan (Annual Award)
(filed as Exhibit 10.4 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and incorporated
herein by reference)10.8
    +
    
    GSI Commerce, Inc. Leadership Team Incentive Plan (filed as from Appendix B to GSI Commerce, Inc.s Definitive Proxy Statement on
Schedule 14A filed with the Securities Exchange Commission on April 25, 2008 and incorporated herein by reference)10.9
    +
    
    Leadership Team Deferral Plan, as amended and restated effective March 5, 2008 (filed as Exhibit 10.3 to GSI Commerce, Inc.s Annual
Report on Form 10-K for the fiscal year ended December 29, 2007 and incorporated herein by reference)10.10
    +
    
    Form of Change in Control Agreement (filed as Exhibit 10.3 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter
ended April 3, 2010 and incorporated herein by reference)10.11
    +
    
    Form of Indemnification Agreement (filed as Exhibit 10.3 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended
October 2, 2010 and incorporated herein by reference)10.12
    +
    
    Employment Agreement, dated August 23, 2006, by and between GSI Commerce, Inc. and Michael G. Rubin (filed as Exhibit 10.1 to GSI
Commerce, Inc.s Current Report on Form 8-K filed on August 29, 2006 and incorporated herein by reference)10.13
    +
    
    Amendment 2008-1 to the Employment Agreement between GSI Commerce, Inc. and Michael G. Rubin, dated as of December 30, 2008 (filed as
Exhibit 10.33 to GSI Commerce, Inc.s Annual Report on Form 10-K filed on March 16, 2009 and incorporated herein by reference)10.14
    +
    
    Form of Performance Restricted Stock Unit Award Issued to Michael Rubin Under the GSI Commerce, Inc. 2010 Equity Incentive Plan
(filed as Exhibit 10.1 to GSI Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended October 2, 2010 and incorporated
herein by reference)10.15
    +
    
    Michael Rubin Form of Restricted Stock Unit Agreement*
  45




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##### Table of Contents



ExhibitNumber
    
    Description10.16
    +
    
    Offer Letter, dated January 31, 2005, between GSI Commerce, Inc. and Stephen J. Gold (filed as Exhibit 10.1 to GSI Commerce, Inc.s
Current Report on Form 8-K on February 2, 2005 and incorporated herein by reference)10.17
    +
    
    Amendment, dated July 31, 2009, to Offer Letter, dated January 31, 2005, between GSI Commerce, Inc. and Stephen J. Gold (filed as
Exhibit 10.1 to GSI Commerce, Inc.s Current Report on Form 8-K on August 6, 2009 and incorporated herein by reference)10.18
    +
    
    Separation Agreement, dated May 28, 2010, between GSI Commerce, Inc. and Stephen J. Gold (filed as Exhibit 10.2 to GSI Commerce,
Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2010 and incorporated herein by
reference)10.19
    +
    
    Offer Letter, dated March 26, 2007, between GSI Commerce, Inc. and Scott Hardy (filed as Exhibit 10.2 to GSI Commerce, Inc.s
Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 and incorporated herein by reference)10.20
    +
    
    Employment Agreement, between GSI Commerce, Inc. and Christopher Saridakis, dated March 23, 2010 (filed as Exhibit 10.7 to GSI
Commerce, Inc.s Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 and incorporated herein by reference)10.21
    
    
    Amended and Restated Credit Agreement, dated as of March 24, 2010, by and among GSI Commerce
Solutions, Inc., the Guarantors named therein, the Lenders named therein, PNC Bank, National
Association, as administrative agent, and PNC Capital Markets LLC and Bank of America, N.A., as
joint lead arrangers and joint bookrunners (filed as Exhibit 10.2 to GSI Commerce, Inc.s Quarterly
Report on Form 10-Q for the quarter ended October 2, 2010 and incorporated herein by reference)12.1
    
    
    Statement Regarding Computation of Ratios of Earnings to Fixed Charges*21.1
    
    
    List of Subsidiaries*23.1
    
    
    Consent of Deloitte & Touche LLP*24.1
    
    
    Power of Attorney, incorporated by reference to the signature page of this Annual Report on Form 10-K31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934*31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 1934*31.3
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 193431.4
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange
Act of 193432.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 +
    
    Management contract or compensatory plan or arrangement
    
    Confidential treatment has been requested for certain portions of this exhibit. Omitted
portions have been filed separately with the Securities and Exchange Commission.*
    
    Filed with Original Filing.  46




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf on the date indicated
by the undersigned, thereunto duly authorized.
  GSI COMMERCE, INC.By:
    /s/    Michael G. RubinMichael G RubinChairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 Signature
    
    Title(s)
    
    Date/s/ Michael G. Rubin

Michael G. Rubin
    
    Chairman, President
and Chief Executive
Officer (principal
executive officer)
    
    April 29, 2011/s/ Michael R. Conn

Michael R. Conn
    
    Executive Vice
President, Finance
and Chief Financial
Officer (principal
financial officer
and principal
accounting officer)
    
    April 29, 2011/s/ M. Jeffrey Branman

M. Jeffrey Branman
    
    Director
    
    April 29, 2011/s/ Michael Donahue

Michael Donahue
    
    Director
    
    April 29, 2011/s/ Ronald D. Fisher

Ronald D. Fisher
    
    Director
    
    April 29, 2011/s/ John A. Hunter

John A. Hunter
    
    Director
    
    April 29, 2011/s/ Joshua Kopelman

Joshua Kopelman
    
    Director
    
    April 29, 2011/s/ Jeffrey F. Rayport
    
    Director
    
    April 29, 2011Jeffrey F. Rayport/s/ David S. Rosenblatt

David S. Rosenblatt
    
    Director
    
    April 29, 2011/s/ Lawrence S. Smith

Lawrence S. Smith
    
    Director
    
    April 29, 2011/s/ Andrea M. Weiss

Andrea M. Weiss
    
    Director
    
    April 29, 2011
  47