**Exhibit 10.1****GSI COMMERCE, INC.****1996 EQUITY INCENTIVE PLAN**(amended and restated as of March 5, 2008)**1. Purpose**     The purpose of the GSI Commerce, Inc. Equity Incentive Plan (the “Plan”) is to promote thelong-term retention of key employees of GSI Commerce, Inc., (“GSI”) and its current and futuresubsidiaries (collectively, the “Company”) and other persons who are in a position to makesignificant contributions to the success of the Company, to further reward these employees andother persons for their contributions to the Company’s growth and expansion, to provide additionalincentive to these employees and other persons to continue to make similar contributions in thefuture, and to further align the interests of these employees and other persons with those of GSI’sstockholders. These purposes will be achieved by granting to such employees and other persons, inaccordance with the provisions of this Plan, Options, Stock Appreciation Rights, Restricted Stockor Unrestricted Stock Awards, Deferred Stock Awards or Performance Awards, for shares of GSI’scommon stock, $0.01 par value per share (“Common Stock”), or Loans or Supplemental Grants, orcombinations thereof (“Awards”).**2. Aggregate Number of Shares**     2.1 The aggregate number of shares of Common Stock for which Awards may be granted under thePlan will be 9,500,000 shares with an individual limit of 1,000,000 shares per year for eachEmployee (as defined below) covered by Section 162(m) of the Code (as defined below); provided,however, that the aggregate maximum number of shares of Common Stock that may be issued as ISOs (asdefined in Section 5.1(a)) shall be 9,500,000 shares of Common Stock. Notwithstanding theforegoing, if there is any change in the capitalization of GSI, such as by stock dividend, stocksplit, combination of shares, exchange of securities, recapitalization or other event which theBoard of Directors (the “Board”) of GSI deems, in its sole discretion, to be similar circumstances,the aggregate number and/or kind of shares for which Awards may be granted under the Plan shall beappropriately adjusted in a manner determined by the Board. No fractional shares of Common Stockwill be delivered under the Plan.     2.2 Treasury shares, reacquired shares and unissued shares of Common Stock may be used forpurposes of the Plan, at GSI’s sole discretion.     2.3 Shares of Common Stock that were issuable pursuant to an Award that has been forfeited,cancelled, exchanged, surrendered or terminated but with respect to which such Award had not beenexercised or otherwise terminated without an issuance of shares, shares of Common Stock that areissued pursuant to an Award but that are subsequently forfeited and shares of Common Stock thatwere issuable pursuant to an Award that was payable in Common Stock or cash but that was satisfiedin cash, shall be available for future Awards underthe Plan. If the exercise price of any Option is satisfied by a Participant’s tender of shares of Company Stockto
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the Company (by actual delivery or attestation), only the number of shares of Company Stockissued net of any shares so tendered will be deemed issued to the Participant. If, however, sharesof Common Stock are not issued to a Participant because such shares otherwise issuable upon theexercise of an Option instead are used to satisfy an applicable tax withholding requirement orother obligation to the Company in connection with the exercise of an Option, then such shares willbe deemed to have been issued to the Participant and will not be available for Awards under thePlan.**3. Eligible Employees and Participants**     3.1 All current and future key employees of the Company, including officers and directors whoare employed by the Company (“Employees”), and all other persons, including directors of theCompany who are not Employees, who, in the opinion of the Board, are in a position to make asignificant contribution to the success of the Company, shall be eligible to receive Awards underthe Plan. No eligible Employee or other person (a “Participant”) shall have any right to receivean Award except as expressly provided in the Plan.     3.2 The Participants who shall actually receive Awards under the Plan shall be determined bythe Board in its sole discretion. In making such determinations, the Board shall consider thepositions and responsibilities of eligible Employees and other persons, their past performance andcontributions to the Company’s growth and expansion, the value of their services to the Company,the difficulty of finding qualified replacements, and such other factors as the Board deemspertinent in its sole discretion.**4. Administration**     4.1 The Plan shall be administered by the Board. The Board may delegate all or any portion ofits authority hereunder to one or more committees, each consisting of one or more members of theBoard. Once appointed, such committees shall continue to serve until otherwise directed by theBoard and all references in this Plan to the Board thereafter shall be to such committees. AnyAwards granted to officers who are subject to Section 16 of the Securities Exchange Act of 1934, asamended (the “1934 Act”) shall be made by a committee of two or more members of the Board, each ofwhom is a Non-Employee Director (as defined or interpreted for purposes of Rule 16b-3 (includingamendments and successor provisions) as promulgated by the Securities and Exchange Commissionpursuant to its authority under the 1934 Act (“Rule 16b-3”)) or as otherwise permitted by Rule16b-3 and other applicable regulations. Any Awards granted to officers who are subject to Section162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) shall be made by a committeeof two or more members of the Board, each of whom is an Outside Director (as defined or interpretedfor purposes of Section 162(m) of the Code) or as otherwise permitted by Section 162(m) of the Codeand other applicable regulations.     4.2 In addition to its other authority but subject to the provisions of the Plan, the Boardshall have the authority to determine, in its sole discretion, the Participants who shall beeligible to receive Awards, the Participants who shall actually receive Awards, the size ofeach Award, including the number of shares of Common Stock subject to the Award, the type or types
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of each Award, the date on which each Award shall be granted, the terms and conditions of eachAward, whether to waive compliance by a Participant with any obligations to be performed by theParticipant under an Award or waive any term or condition of an Award, whether to amend or cancelan existing Award in whole or in part (except that the Board may not, without the consent of theholder of an Award or unless specifically authorized by the terms of an Award, take any actionunder this clause with respect to such Award if such action would adversely affect the rights ofsuch holder), and the form or forms of instruments that are required or deemed appropriate underthe Plan, including any written notices and elections required of Participants.     4.3 The Board may adopt such rules for the administration of the Plan as it deems necessary oradvisable, in its sole discretion. For all purposes of the Plan, a majority of the members of theBoard shall constitute a quorum, and the vote or written consent of a majority of the members ofthe Board on a particular matter shall constitute the act of the Board on that matter. The Boardshall have the exclusive right to construe the Plan and any Award, to settle all controversiesregarding the Plan or any Award, to correct defects and omissions in the Plan and in any Award, andto take such further actions as the Board deems necessary or advisable, in its sole discretion, tocarry out the purpose and intent of the Plan. Such actions shall be final, binding and conclusiveupon all parties concerned.     4.4 No member of the Board shall be liable for any act or omission (whether or not negligent)taken or omitted in good faith, or for the good faith exercise of any authority or discretiongranted in the Plan to the Board, or for any act or omission of any other member of the Board.     4.5 All costs incurred in connection with the administration and operation of the Plan shallbe paid by the Company. Except for the express obligations of the Company under the Plan and underAwards granted in accordance with the provisions of the Plan, the Company shall have no liabilitywith respect to any Award, or to any Participant or any transferee of shares of Common Stock fromany Participant, including, but not limited to, any tax liabilities, capital losses, or other costsor losses incurred by any Participant or any such transferee.**5. Types of Awards**     5.1. Options.     (a) An Option is an Award entitling the recipient on exercise thereof to purchase Common Stockat a specified exercise price. Both “incentive stock options,” as defined in Section 422 of theCode (any Option intended to qualify as an incentive stock option is hereinafter referred to as an“ISO”), and Options that are not incentive stock options (“non-ISO”), may be granted under thePlan. ISOs shall be awarded only to Employees.     (b) The exercise price of an Option will be determined by the Board subject to the following:
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          (1) The exercise price of an ISO shall not be less than 100% (110% in the case of an ISOgranted to a ten percent stockholder) of the fair market value of the Common Stock subject to theISO, determined as of the time the Option is granted. A “ten-percent stockholder” is any personwho at the time of grant owns, directly or indirectly, or is deemed to own by reason of theattribution rules of Section 424(d) of the Code, stock possessing more than 10% of the totalcombined voting power of all classes of stock of the Company or of any of its subsidiaries.          (2) The exercise price of a non-ISO shall not be less than 100% of the fair market value ofthe Common Stock subject to the non-ISO, determined as of the time the non-ISO is granted, exceptthat:               (A) the exercise price of a non-ISO may be equal to or greater than 85% of the fair marketvalue of the Common Stock subject to the non-ISO, if the discount is granted in lieu of areasonable amount of cash compensation; or               (B) the exercise price of a non-ISO granted pursuant to a Performance Award may be (i) 100% ofthe fair market value of the Common Stock subject to the non-ISO, determined either as of the timethe Performance Award is granted or as of the time the non-ISO is granted pursuant to thePerformance Award; or (ii) an amount less than such fair market value if the discount is granted inlieu of a reasonable amount of cash compensation as consideration for exceeding the goal(s) setforth in the Performance Award.          (3) In no case may the exercise price paid for Common Stock which is part of an original issueof authorized Common Stock be less than the par value per share of the Common Stock.          (4) The Board may reduce the exercise price of an option at any time after the time of grant,but in the case of an Option originally awarded as an ISO, only with the consent of theParticipant.     (c) The period during which an Option may be exercised will be determined by the Board, exceptthat the period during which an ISO may be exercised will not exceed ten years (five years, in thecase of an ISO granted to a ten-percent stockholder) from the day immediately preceding the datethe Option was granted.     (d) An Option will become exercisable at such time or times, and on such terms and conditions,as the Board may determine. The Board may at any time accelerate the time at which all or any partof the Option may be exercised. Any exercise of an Option must be in writing, signed by the properperson and delivered or mailed to the Company, accompanied by (i) any documents required by theBoard and (ii) payment in full in accordance with Section 5.1(e) below for the number of shares forwhich the Option is exercised.     (e) Stock purchased on exercise of an Option must be paid for as follows: (i) in cash or bycheck (acceptable to GSI in accordance with guidelines established for this purpose), bankdraft or money order payable to the order of GSI or (ii) if so permitted by the instrument
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evidencing the Option (or in the case of an Option which is not an ISO, by the Board at or aftergrant of the Option), (A) through the delivery of shares of Common Stock which have beenoutstanding for at least six months (unless the Board expressly approves a shorter period) andwhich have a fair market value on the last business day preceding the date of exercise at leastequal to the exercise price, or (B) by delivery of a promissory note of the Option holder to GSI,payable on such terms and conditions as the Board may determine, or (C) by delivery of anunconditional and irrevocable undertaking by a broker to deliver promptly to GSI sufficient fundsto pay the exercise price, or (D) by any combination of the permissible forms of payment; provided,that if the Common Stock delivered upon exercise of the Option is an original issue of authorizedCommon Stock, at least so much of the exercise price as represents the par value of such CommonStock must be paid other than by the Option holder’s promissory note. Any payment in shares ofCommon Stock will be effected by the delivery of such shares to the Company, duly endorsed in blankor accompanied by stock powers duly executed in blank, or by attestation of the ownership of suchshares, together with any other documents and evidences as the Company may require.     (f) If the market price of shares of Common Stock subject to an Option (other than an Optionwhich is in tandem with a Stock Appreciation Right as described in Section 6.2 below) exceeds theexercise price of the Option at the time of its exercise, the Board may cancel the Option and causeGSI to pay in cash or in shares of Common Stock (at a price per share equal to the fair marketvalue per share) to the person exercising the Option an amount equal to the difference between thefair market value of the Common Stock which would have been purchased pursuant to the exercise(determined on the date the Option is canceled) and the aggregate exercise price which would havebeen paid. The Board may exercise its discretion to take such action only if it has received awritten request from the person exercising the Option, but such a request will not be binding onthe Board.     5.2. Stock Appreciation Rights.     (a) A Stock Appreciation Right is an Award entitling the recipient on its exercise to receivean amount, in cash or Common Stock or a combination thereof (such form to be determined by theBoard), determined in whole or in part by reference to appreciation in Common Stock value. Ingeneral, a Stock Appreciation Right entitles the Participant to receive, with respect to each shareof Common Stock as to which the Right is exercised, the excess of the share’s fair market value onthe date of exercise over its fair market value on the date the Right was granted. However, theBoard may provide at the time of grant that the amount the recipient is entitled to receive will beadjusted upward or downward under rules established by the Board to take into account theperformance of the Common Stock in comparison with the performance of other stocks or an index orindices of other stocks. The Board may also grant Stock Appreciation Rights that provide thatfollowing a Change in Control of the Company (as defined in Section 6.3(b)) the holder of suchRight will be entitled to receive, with respect to each share of Common Stock subject to the Right,an amount equal to the excess of a specified value (which may include an average of values) for ashare of Common Stock during a period preceding suchChange in Control over the fair market value of a share of Common Stock on the date the Rightwas granted.
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     (b) Stock Appreciation Rights may be granted in tandem with, or independently of, Optionsgranted under the Plan. A Stock Appreciation Right granted in tandem with an Option that is not anISO may be granted either at or after the time the Option is granted. A Stock Appreciation Rightgranted in tandem with an ISO may be granted only at the time the Option is granted.     (c) When Stock Appreciation Rights are granted in tandem with Options, the following ruleswill apply:          (1) The Stock Appreciation Right will be exercisable only at such time or times, and to theextent, that the related Option is exercisable and will be exercisable in accordance with theprocedure required for exercise of the related Option.          (2) The Stock Appreciation Right will terminate and no longer be exercisable upon thetermination or exercise of the related Option, except that a Stock Appreciation Right granted withrespect to less than the full number of shares covered by an Option will not be reduced until thenumber of shares as to which the related Option has been exercised or has terminated exceeds thenumber of shares not covered by the Stock Appreciation Right.          (3) The Option will terminate and no longer be exercisable upon the exercise of the relatedStock Appreciation Right.          (4) The Stock Appreciation Right will be transferable only with the related Option.          (5) A Stock Appreciation Right granted in tandem with an ISO may be exercised only when themarket price of the Stock subject to the Option exceeds the exercise Price of such option.     (d) A Stock Appreciation Right not granted in tandem with an Option will become exercisable atsuch time or times, and on such terms and conditions, as the Board may specify. The Board may atany time accelerate the time at which all or any part of the Right may be exercised. Any exerciseof an independent Stock Appreciation Right must be in writing, signed by the proper person anddelivered or mailed to GSI, accompanied by any other documents required by the Board.     5.3. Restricted and Unrestricted Stock.     (a) A Restricted Stock Award entitles the recipient to acquire, for a purchase price not lessthan the par value, shares of Common Stock subject to the restrictions described in Section 5.3(d)(“Restricted Stock”).     (b) A Participant who is granted a Restricted Stock Award shall have no rights with respect tosuch Award unless the Participant accepts the Award by written instrument delivered or mailed toGSI accompanied by payment in full of the specified purchase price, if any, of the
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shares coveredby the Award. Payment may be by certified or bank check or other instrument acceptable to theBoard.     (c) A Participant who receives Restricted Stock shall have all the rights of a stockholderwith respect to such stock, including voting and dividend rights, subject to the restrictionsdescribed in 5.3(d) and any other conditions imposed by the Board at the time of grant. Unless theBoard otherwise determines, certificates evidencing shares of Restricted Stock will remain in thepossession of the Company until such shares are free of all restrictions under the Plan.     (d) Except as otherwise specifically provided by the Plan or the Award, Restricted Stock maynot be sold, assigned, exchanged, pledged, gifted or otherwise disposed of, or transferred, and ifa Participant suffers a Status Change (as defined in Section 6.1) for any reason, must be offeredto GSI for purchase for the amount of cash paid for such stock, or forfeited to the Company if nocash was paid. These restrictions will lapse at such time or times, and on such terms andconditions, as the Board may determine. The Board may at any time accelerate the time at which therestrictions on all or any part of the shares will lapse.     (e) Any Participant making, or required by an Award to make, an election under Section 83(b)of the Code with respect to Restricted Stock shall deliver to GSI, within ten days of the filing ofsuch election with the Internal Revenue Service, a copy of such election.     (f) The Board may, at the time any Award described in this Section 5 is granted, provide thatany or all the Common Stock delivered pursuant to the Award will be Restricted Stock.     (g) The Board may, in its sole discretion, approve the sale to any Participant of shares ofCommon Stock free of restrictions under the Plan for a price which is not less than the par valueof the Common Stock.     5.4. Deferred Stock. A Deferred Stock Award entitles the recipient to receive shares ofCommon Stock to be delivered in the future. Delivery of the Common Stock will take place at suchtime or times, and on such terms and conditions, as the Board may determine. The Board may at anytime accelerate the time at which delivery of all or any part of the Common Stock will take place.At the time any Award described in this Section 5 is granted, the Board may provide that, at thetime Common Stock would otherwise be delivered pursuant to the Award, the Participant will insteadreceive an instrument evidencing the Participant’s right to future delivery of Deferred Stock.     5.5. Performance Awards. A Performance Award entitles the recipient to receive, withoutpayment, an Award or Awards described in this Section 5 (such form to be determined by the Board)following the attainment of such performance goals, during such measurementperiod or periods, and on such other terms and conditions, all as the Board may determine.Performance goals may be related to personal performance, corporate performance, group ordepartmental performance or any such other category of performance as the Board may determine. TheBoard shall have the authority to determine the performance goals, the period or
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period duringwhich performance is to be measured and all other terms and conditions applicable to the Award.The Board may determine performance goals, based on but not limited to the following: revenue,operating income, net earnings, earnings before interest, taxes, depreciation and amortization(“EBITDA”), earnings before interest and taxes (“EBIT”), net income, earnings per share, totalstockholder return, cash flow, return on assets, decrease in expenses, Common Stock price,price-earnings multiple or other financial factors determined by the Board. Performance goalsestablished by the Board may be (but need not be) different for different periods, and differentperformance goals may be applicable to different Participants.     5.6. Loans and Supplemental Grants.     (a) The Company may make a loan to a Participant (“Loan”), either in connection with thepurchase of Common Stock under the Award or the payment of any Federal, state and local income taxwith respect to income recognized as a result of the Award. The Board shall have the authority, inits sole discretion, to determine whether to make a Loan, the amount, terms and conditions of theLoan, including the interest rate (which may be zero), whether the Loan is to be secured orunsecured or with or without recourse against the borrower, the terms on which the Loan is to berepaid and the terms and conditions, if any, under which the Loan may be forgiven. In no eventshall any Loan have a term (including extensions) in excess of ten years.     (b) In connection with any Award, the Board may grant a cash award to the Participant(“Supplemental Grant”) not to exceed an amount equal to (i) the amount of any Federal, state andlocal income tax on ordinary income for which the Participant may be liable with respect to theAward, determined by assuming taxation at the highest marginal rate, plus (ii) an additional amounton a grossed-up basis intended to make the Participant whole on an after-tax basis afterdischarging all the Participant’s income tax liabilities arising from all payments under thisSection 5. Any payments under this Section 5(b) shall be made at the time the Participant incursFederal income tax liability with respect to the Award.**6. Events Affecting Outstanding Awards**     6.1. Termination of Service by Death or Disability. If a Participant’s service relationshipwith the Company, whether as an Employee, director, consultant, advisor or other provider engagedby the Company to render services is interrupted or terminated (such interruption or terminationbeing referred to as a “Status Change”) by reason of death or permanent disability (as determinedby the Board), the following rules shall apply, unless otherwise determined by the Board. A changein the capacity in which the Participant renders service to the Company as an Employee, directorconsultant, advisor or other provider or a change in the entity for which the Participant renderssuch service, provided that there is no interruption or termination of the Participant’s servicewith the Company or its subsidiaries, shall not constitute a Status Change:     (a) All Options and Stock Appreciation Rights held by the Participant at the time of suchStatus Change, to the extent then exercisable, will continue to be exercisable by the Participantor, in the case of the death of the Participant, by the Participant’s heirs, executor,administrator or other legal representative, for a period of one year after the Participant’sStatus
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Change. After the expiration of such one-year period, all such Options and StockAppreciation Rights shall terminate. In no event, however, shall an Option or Stock AppreciationRight remain exercisable beyond the latest date on which it could have been exercised withoutregard to this Section 6. All Options and Stock Appreciation Rights held by a Participant at thetime of such Status Change that are not then exercisable shall terminate upon such Status Change.     (b) All Restricted Stock held by the Participant at the time of such Status Change shall betransferred to the Company (and, in the event the certificates representing such Restricted Stockare held by the Company, such Restricted Stock shall be so transferred without any further actionby the Participant) in accordance with Section 5.3 above.     (c) Any payment or benefit under a Deferred Stock Award, Performance Award or SupplementalGrant to which the Participant was not irrevocably entitled at the time of such Status Change shallbe forfeited and the Award canceled as of the time of such Status Change.     6.2. Termination of Service Other Than by Death or Disability. If a Participant suffers aStatus Change other than by reason of death or permanent disability (as determined by the Board),the following rules shall apply, unless otherwise determined by the Board at the time of grant ofan Award:     (a) All Options and Stock Appreciation Rights held by the Participant at the time of suchStatus Change, to the extent then exercisable, will continue to be exercisable by the Participantfor a period of three months after the Participant’s Status Change. After the expiration of suchthree-month period, all such Options and Stock Appreciation Rights shall terminate. In no event,however, shall an Option or Stock Appreciation Right remain exercisable beyond the latest date onwhich it could have been exercised without regard to this Section 6. All Options and StockAppreciation Rights held by a Participant at the time of such Status Change that are not thenexercisable shall terminate upon such Status Change.     (b) All Restricted Stock held by the Participant at the time of such Status Change shall betransferred to the Company (and, in the event the certificates representing such Restricted Stockare held by the Company, such Restricted Stock shall be so transferred without any further actionby the Participant) in accordance with Section 5.3 above.     (c) Any payment or benefit under a Deferred Stock Award, Performance Award, or SupplementalGrant to which the Participant was not irrevocably entitled at the time of such Status Change shallbe forfeited and the Award canceled as of the date of such Status Change.     (d) A termination by the Company of a Participant’s employment with or service to the Companyshall be for “Cause” only if the Participant: (i) was guilty of gross negligence orwillful misconduct in the performance of his or her duties for the Company, (ii) breached orviolated, in a material respect, any agreement between the Participant and the Company or any ofthe Company’s policy statements regarding conflicts-of-interest, insider trading orconfidentiality, (iii) committed a material act of dishonesty or breach of trust, (iv) acted in amanner that was inimical or injurious, in a material respect, to the business or interests of theCompany, or (v) was convicted of a felony.
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     (e) For all purposes of this Section 6.2 and Section 6.3, (i) if a Participant is an Employeeof a subsidiary of GSI and such subsidiary ceases to be a subsidiary of GSI, then the Participant’semployment with the Company will be deemed to have been terminated by the Company without Cause,unless the Participant is transferred to GSI or another subsidiary of GSI; (ii) the employment withthe Company of a Participant who is an Employee will not be deemed to have been terminated if theParticipant is transferred from GSI to a subsidiary of GSI, or vice versa, or from one subsidiaryof GSI to another; and (iii) if a Participant who is an Employee terminates his or her employmentwith the Company following a reduction in his or her rate of compensation, then the Participant’semployment with the Company will be deemed to have been terminated by the Company without Cause.     6.3. Change in Control     (a) In the event of a Change in Control (as defined in Section 6.3(b)), the following ruleswill apply, unless otherwise expressly provided by the Board at the time of the grant of an Award:          (1) Each outstanding Option and Stock Appreciation Right shall automatically becomeexercisable in full six months after the occurrence of such Change in Control or, if sooner, upon atermination by the Company of the Participant’s employment with or service to the Company for anyreason other than for Cause (as defined in Section 6.2(d)). This provision shall not prevent anOption or Stock Appreciation Right from becoming exercisable sooner as to Common Stock or cash thatwould otherwise have become available under such Option or Right during such period.          (2) Each outstanding share of Restricted Stock shall automatically become free of allrestrictions and conditions six months after the occurrence of such Change in Control or, ifsooner, upon a termination by the Company of the Participant’s employment with or service to theCompany for any reason other than for Cause (as defined in Section 6.2(d)). This provision shallnot prevent the earlier lapse of any restrictions or conditions on Restricted Stock that wouldotherwise have lapsed during such period.          (3) Conditions on Deferred Stock Awards, Performance Awards and Supplemental Grants whichrelate only to the passage of time and continued employment shall automatically terminate sixmonths after the occurrence of such Change in Control or, if sooner, upon a termination by theCompany of the Participant’s employment with or service to the Company for any reason other thanfor Cause (as defined in Section 6.2(d)). This provision shall not prevent the earlier lapse ofany conditions relating to the passage of time and continuedemployment that would otherwise have lapsed during such period. Performance or otherconditions (other than conditions relating only to the passage of time and continued employment)shall continue to apply unless otherwise provided in the instrument evidencing the Awards or in anyother agreement between the Participant and the Company or unless otherwise agreed to by the Board.
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     (b) A “Change in Control” means: (i) the occurrence of an event that would, if known to theCompany’s management, be required to be reported by the Company under Item 1(a) of Form 8-Kpursuant to the 1934 Act; or (ii) the acquisition or receipt, in any manner, by any person (asdefined for purposes of the 1934 Act) or any group of persons acting in concert, of direct orindirect beneficial ownership (as defined for purposes of the 1934 Act) of 50% or more of thecombined voting securities ordinarily having the right to vote for the election of directors of theCompany; or (iii) a change in the constituency of the Board with the result that individuals (the“Incumbent Directors”) who are members of the Board on the Effective Date (as specified in Section9) cease for any reason to constitute at least a majority of the Board, provided that anyindividual who is elected to the Board after the Effective Date and whose nomination for electionwas unanimously approved by the Incumbent Directors shall be considered an Incumbent Directorbeginning on the date of his or her election to the Board; or (iv) the sale, exchange or otherdisposition of all or a significant portion of the Company’s business or assets, or the executionby the Company of a binding agreement providing for such a transaction; unless in any such case, atleast a majority of the Incumbent Directors determine, prior to the occurrence of such Change inControl, that no Change in Control has or will have occurred.**7. Grant and Acceptance of Awards**     7.1. The Board’s approval of a grant of an Award under the Plan, including the names ofParticipants and the size of the Award, including the number of shares of Common Stock subject tothe Award, shall be reflected in minutes of meetings held by the Board or in written consentssigned by members of the Board. Once approved by the Board, each Award shall be evidenced by suchwritten instrument, containing such terms as are required by the Plan and such other terms,consistent with the provisions of the Plan, as may be approved from time to time by the Board.     7.2 Each instrument may be in the form of agreements to be executed by both the Participantand the Company, or certificates, letters or similar instruments, which need not be executed by theParticipant but acceptance of which shall evidence agreement to the terms thereof. The receipt ofan Award shall not impose any obligation on the Participant to accept the Award.     7.3. Except as specifically provided by the Plan or the instrument evidencing an Award, aParticipant shall not become a stockholder of GSI until (a) the Participant makes any requiredpayments in respect of the Common Stock issued or issuable pursuant to the Award, (b) theParticipant furnishes GSI with any required agreements, certificates, letters or other instruments,and (c) the Participant actually receives the shares of Common Stock. Subject to any terms andconditions imposed by the Plan or the instrument evidencing an Award, upon theoccurrence of all of the conditions set forth in the immediately preceding sentence, aParticipant shall have all rights of a stockholder with respect to shares of Common Stock,including, but not limited to, the right to vote such shares and to receive dividends and otherdistributions paid with respect to such shares. The Board may, upon such terms and conditions asit deems appropriate, provide that a Participant will receive a benefit in lieu of cash dividendsthat would have been payable on any and all Common Stock subject to the Participant’s Award, hadsuch Common
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Stock been outstanding. Without limitation, the Board may provide for payment to theParticipant of amounts representing such dividends, either currently or in the future, or for theinvestment of such amounts on behalf of the Participant.     7.4. Notwithstanding any other provision of the Plan, the Company shall not be obligated todeliver any shares of Common Stock pursuant to the Plan or to remove any restriction from shares ofCommon Stock previously delivered under the Plan (a) until all conditions to the Award have beensatisfied or removed, (b) until, in the opinion of counsel to the Company, all applicable Federaland state laws and regulations have been complied with, (c) if the outstanding Common Stock is atthe time listed on any stock exchange or included for quotation on an inter-dealer system, untilthe shares to be delivered have been listed or included or authorized to be listed or included onsuch exchange or system upon official notice of notice of issuance, (d) if it might cause theCompany to issue or sell more shares of Common Stock that the Company is then legally entitled toissue or sell, and (e) until all other legal matters in connection with the issuance and deliveryof such shares have been approved by counsel to the Company. If the sale of Common Stock has notbeen registered under the Securities Act of 1933, as amended, the Company may require, as acondition to exercise of an Award, such representations or agreements as counsel to the Company mayconsider appropriate to avoid violation of such Act and may require that the certificatesevidencing such Common Stock bear an appropriate legend restricting transfer. If an Award isexercised by the Participant’s legal representative, the Company shall be under no obligation todeliver Common Stock pursuant to such exercise until the Company is satisfied as to the authorityof such representative.**8. Tax Withholding**     The Company shall withhold from any cash payment made pursuant to an Award an amountsufficient to satisfy all Federal, state and local withholding tax requirements (the “withholdingrequirements”). In the case of an Award pursuant to which Common Stock may be delivered, the Boardshall have the right to require that the Participant or other appropriate person remit to theCompany an amount sufficient to satisfy the withholding requirements, or make other arrangementssatisfactory to the Board with regard to such requirements, prior to the delivery of any CommonStock. If and to the extent that such withholding is required, the Board may permit a Participantor such other person or entity to elect at such time and in such manner as the Board may determineto have the Company hold back from the shares of Common Stock to be delivered, or to deliver to theCompany, Common Stock having a value calculated to satisfy the withholding requirement. If at thetime an ISO is exercised, the Board determines that the Company could be liable for withholdingrequirements with respect to a disposition of the Common Stock received upon exercise, the Boardmay require as a condition of exercise that the person exercising the ISO agree (a) to inform theCompany promptly of any disposition (withinthe meaning of Section 424(c) of the Code) of Common Stock received upon exercise, and (b) togive such security as the Board deems adequate to meet the potential liability of the Company forthe withholding requirements and to augment such security from time to time in any amountreasonably deemed necessary by the Board to preserve the adequacy of such security.
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**9. Stockholder Approval, Effective Date and Term of Plan**     The Plan was adopted by the Board on March 20, 1996, subject to the approval of GSI’sstockholders. The Plan was approved by GSI’s stockholders at GSI’s 1996 annual meeting ofstockholders on July 8, 1996. The effective date of this Plan (“Effective Date”) is July 8, 1996,the date on which the Plan was approved by the affirmative vote of the holders of a majority of theoutstanding shares of GSI’s Common Stock. No Award shall be granted more than ten years after theEffective Date. The Plan has been amended as follows:       Date Amended by Board Date Approved byNature of Amendment of Directors StockholdersTo increase theaggregate number ofshares of CommonStock issuable underthe Plan from 100,000to 1,000,000 September 24, 1996 December 4, 1997     To increase theaggregate number ofshares of CommonStock issuable underthe Plan from1,000,000 to3,000,000 January 5, 1999 July 13, 1999     To provide that thePlan shall beadministered by theBoard and that theBoard may delegateall or any portion ofits authority underthe Plan to one ormore committees November 16, 1999 N/A     To increase theaggregate number ofshares of CommonStock issuable underthe Plan from3,000,000 to4,500,000 April 18, 2000 May 25, 2000     To increase theaggregate number ofshares of CommonStock issuable underthe Plan from4,500,000 to7,500,000; toincrease the numberof shares which maybe granted toEmployees covered bySection 162(m) of theCode to 1,000,000; toamend the effect of aStatus Change onoutstandingRestricted StockAwards; and to amendthe definitions of“Cause” and “Changeof Control” January 4, 2001 May 24, 2001
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       Date Amended by Board Date Approved byNature of Amendment of Directors StockholdersTo increase theaggregate number ofshares of CommonStock issuable underthe Plan from7,500,000 to8,500,000; to limitthe number of ISOsissuable to8,500,000; to providea list of examples ofperformance goalsthat the Board maydetermine inconnection with anyPerformance Awards;and to permit theforfeiture of certainpayments in the eventsuch paymentsconstitute a“parachute payment”in certain instances. July 29, 2003 September 5, 2003     To increase theaggregate number ofshares of CommonStock issuable underthe Plan from8,500,000 to9,500,000; and tolimit the number ofISO’s issuable to9,500,000. May 11, 2004 July 29, 2004     To provide that anyoutstanding Awardsshall be consistentwith Sections 409A or424 of the Code, tothe extentapplicable. March 5, 2008 N/A
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**10. Effect, Amendment, Suspension and Termination**     Neither adoption of the Plan nor the grant of Awards to a Participant will affect theCompany’s right to grant to such Participant awards that are not subject to the Plan, to issue tosuch Participant Common Stock as a bonus or otherwise, or to adopt other plans or arrangementsunder which Common Stock may be issued to Employees or other persons or entities. The Boardreserves the right, at any time and from time to time, to amend the Plan in any way, or to suspendor terminate the Plan, effective as of the date specified by the Board when it takes such action,which date may be before or after the date the Board takes such action; provided that any suchaction shall not affect any Awards granted before the actual date on which such action is taken bythe Board; and further provided that the approval of GSI’s stockholders shall be required whenevernecessary for the Plan to continue to satisfy the conditions of Rule 16b-3 under the 1934 Act,Section 422 of the Code with respect to the award of ISOs (unless the Board determines that ISOsshall no longer be granted under the Plan), any bylaw, rule or regulation of the market system orstock exchange on which GSI’s Common Stock is then listed or admitted to trading, or any otherapplicable law, rule or regulation.**11. Other Provisions**     11.1 Nothing contained in the Plan or any Award shall confer upon any Employee or otherParticipant the right to continue in the employ of, or to continue to provide service to, theCompany or any affiliated person, or interfere in any way with the right of the Company or anyaffiliated person to terminate the employment or service of any Employee or other Participant forany reason.     11.2 Corporate action constituting an offer by GSI of Common Stock to any Participant underthe terms of an Award shall be deemed completed as of the date of grant of the Award, regardless ofwhen the instrument, certificate, or letter evidencing the Award is actually received or acceptedby the Participant.     11.3 None of a Participant’s rights under any Award or under the Plan may be assigned ortransferred in any manner other than by will or under the laws of descent and distribution. Theforegoing shall not, however, restrict a Participant’s rights with respect to UnrestrictedStock or the outright transfer of cash, nor shall it restrict the ability of a Participant’s heirs,estate, beneficiaries, or personal or legal representatives to enforce the terms of the Plan withrespect to Awards granted to the Participant.     11.4 The Plan, and all Awards granted hereunder, shall be governed by and construed inaccordance with the laws of the State of Delaware. The headings of the Sections of the Plan
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arefor convenience of reference only and shall not affect the interpretation of the Plan. Allpronouns and similar references in the Plan shall be construed to be of such number and gender asthe context requires or permits. If any provision of the Plan is determined to be unenforceablefor any reason, then that provision shall be deemed to have been deleted or modified to the extentnecessary to make it enforceable, and the remaining provisions of the Plan shall be unaffected.     11.5 All notices with respect to the Plan shall be in writing and shall be hand delivered orsent by first class mail or reputable overnight delivery service, expenses prepaid. Notice mayalso be given by electronic mail or facsimile and shall be effective on the date transmitted ifconfirmed within 24 hours thereafter by a signed original sent in a manner provided in thepreceding sentence. Notices to the Company or the Board shall be delivered or sent to GSI’sheadquarters to the attention of its Chief Financial Officer and its General Counsel. Notices toany Participant or holder of shares of Common Stock issued pursuant to an Award shall be sufficientif delivered or sent to such person’s address as it appears in the regular records of the Companyor its transfer agent.     11.6. If there is any change in the capitalization of the Company, such as by stock dividend,stock split, combination of shares, exchange of securities, recapitalization or other event whichthe Board deems, in its sole discretion, to be similar circumstances, the Board shall make suchadjustments to the number and/or kind of shares of stock or securities subject to Awards thenoutstanding or subsequently granted, any exercise prices relating to such Awards and any otherprovision of such Awards affected by such change, as the Board may determine in its solediscretion. The Board may also make such adjustments to take into account material changes in lawor in accounting practices or principles, mergers, consolidations, acquisitions, dispositions orsimilar corporate transactions, or any other event, as the Board may determine in its solediscretion; provided, however, in case of any consolidation of the Company with, or merger of theCompany into, any other person; any merger of another person into the Company; or any sale ortransfer of all or substantially all of the assets of the Company, unless the Participant and theCompany agree otherwise in writing, Awards to purchase and/or receive Common Stock shallautomatically at the effective time of such consolidation, merger, sale or transfer become Awardsto purchase and/or receive the kind and amount (if any) of securities, cash and other propertyreceivable upon such consolidation, merger, sale or transfer by a Participant with respect to thenumber of shares of Common Stock of the Company into which such Award might have been exercisedimmediately prior to such consolidation, merger, sale or transfer. Any adjustments to outstandingAwards shall be consistent with Sections 409A or 424 of the Code, to the extent applicable.     11.7. Any payment under an Award, may be paid at the discretion of the Board, according to adeferred payment or other arrangement with the Participant.     11.8 Unless otherwise agreed upon in writing by the Company and a Participant, in the eventthat the Company’s independent auditors determine that any payment, benefit or transfer by theCompany under the Plan to or for the benefit of a Participant pursuant to a Change in Control fromthe Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within themeaning of Section 280G of the Internal Revenue Code of 1986, as
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amended (the “Code”), and (ii) butfor this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ExciseTax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall beeither (x) the largest portion of the Payment that would result in no portion of the Payment beingsubject to the Excise Tax or (y) the largest portion, up to and including the total, of thePayment, whichever amount, after taking into account all applicable federal, state and localemployment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginalrate), results in the Participant’s receipt, on an after-tax basis, of the greater amount of thePayment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.If a reduction in payments or benefits constituting “parachute payments” is necessary so that thePayment equals the Reduced Amount, reduction shall occur in the following order unless theParticipant elects in writing a different order (*provided, however,*that such election shall besubject to Company approval if made on or after the date on which the event that triggers thePayment occurs): reduction of cash payments; cancellation of accelerated vesting of Awards;reduction of employee benefits. In the event that acceleration of vesting of Award compensation isto be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date ofgrant of the Participant’s Awards unless the Participant elects in writing a different order forcancellation.     The accounting firm engaged by the Company for general audit purposes as of the day prior tothe effective date of the Change in Control shall perform the foregoing calculations. If theaccounting firm so engaged by the Company is serving as accountant or auditor for the individual,entity or group effecting the Change in Control, the Company shall appoint a nationally recognizedaccounting firm to make the determinations required hereunder. The Company shall bear all expenseswith respect to the determinations by such accounting firm required to be made hereunder.     The accounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the Company and Participantwithin fifteen (15) calendar days after the date on which the Participant’s right to a Payment istriggered (if requested at that time by the Company or the Participant) or such other time asrequested by the Company or the Participant. If the accounting firm determines that no Excise Taxis payable with respect to a Payment, either before or after the application of the Reduced Amount,it shall furnish the Company and the Participant with an opinion reasonably acceptable to theParticipant that no Excise Tax will be imposed with respect to such Payment. Any good faithdeterminations of the accounting firm made hereunder shall be final, binding and conclusive uponthe Company and the Participant.     11.9. In any case that a Participant purchases Common Stock under an Award for a price equalto the par value of the Common Stock, the Board may determine, in its sole discretion, that suchprice has been satisfied by past services rendered by the Participant.     11.10. For the purposes of the Plan and any Award granted hereunder, unless otherwisedetermined by the Board, the term “fair market value” of Common Stock on a specified date shallmean the last sale price for one share of Common Stock on the last trading day on or before thespecified date, as reported on the Nasdaq Stock Market, or on such other market system or
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stockexchange on which GSI’s Common Stock is then listed or admitted to trading, or, if the foregoingdoes not apply, the market value determined by the Board.     11.11 Except as otherwise indicated, the term “person,” as used in the Plan shall includeindividuals, corporations, partnerships, trusts, estates, limited liability companies andpartnerships and any other type of entity.     THE UNDERSIGNED CERTIFIES THAT THE AMENDMENT AND RESTATEMENT OF THIS PLAN WAS DULY APPROVEDAND ADOPTED BY THE BOARD OF DIRECTORS OF GSI COMMERCE, INC. PURSUANT TO THE BOARD OF DIRECTORSDATED THE 5th DAY OF MARCH, 2008.         By:  /s/ Arthur H. Miller    Arthur H. Miller    Secretary   
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