Form Of Deferred Stock Award


 Exhibit 10.4 
  
 GSI COMMERCE, INC. 
 DEFERRED STOCK GRANT NOTICE 
 (1996 Equity Incentive Plan) 
  
 GSI Commerce, Inc. (the
“Company”), pursuant to Section 5.4 of its GSI Commerce, Inc. 1996 Equity Incentive Plan (the “Plan”), hereby awards to Employee a Deferred Stock covering the number of shares (the
“Shares”) set forth below (the “Award”). This Award will be evidenced by a Deferred Stock Award Agreement (the “Award Agreement”). This Award is subject to all of the terms and
conditions as set forth herein and in the applicable Award Agreement, the Employee’s Deferred Stock Election Agreement (the “Election Agreement”), both of which are attached hereto and incorporated herein in their
entirety, and in the Plan, which is available from the Company’s Human Resources Department and is also incorporated herein in its entirety. 
  

			
	 Employee:
	 	 __________________________________________

	 Date of Grant:
	 	 __________________________________________

	 Number of Shares subject to Award:
	 	 __________________________________________

	 Purchase Price per Share:
	 	 __________________________________________

	 Total Purchase Price:
	 	 __________________________________________


  
 Vesting Schedule:
    % of the total number of shares subject to the Award will vest on
                                        ,
and an additional     % of the total number of shares subject to the Award will vest on
                                        ,
provided that the undersigned does not suffer a Status Change prior to that date. 
  
 Notwithstanding anything in the Plan to the contrary, the Board of Directors of the Company (the “Board”) has determined that this paragraph will exclusively apply in the event of a Change of Control (as
defined in the Plan) of the Company. The Award will automatically vest immediately prior to a Status Change referred to in (ii) below for an additional number of shares subject to the Award equal to
                     if (i) a Change of Control occurs, notwithstanding any determination by the Board under the Plan after the date hereof
that a Change of Control has not occurred, and (ii) you suffer a Status Change (as defined in the Plan) due to the Company’s termination of your employment for any reason other than for Cause (as defined in any written employment agreement
between the Company and you or if there is no such agreement in the Plan) within the twelve (12) month period after such Change of Control. 
  
 Additional Terms/Acknowledgements: The undersigned acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement and the Plan.
Employee further acknowledges that as of the Date of Grant, this Grant Notice, the Award Agreement, the Election Agreement and the Plan set forth the entire understanding between Employee and the Company regarding the acquisition of Shares and
supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to Employee under the Plan, and (ii) the following agreements only: 
  

			
	OTHER AGREEMENTS:	  	____________________________________________________
		
	 	  	____________________________________________________








									
	GSI COMMERCE, INC.	 	 	 	EMPLOYEE:
				
	By:	 	  

	 	 	 	  


	 	 	Signature	 	 	 	 	 	Signature          
	Title:	 	  

	 	 	 	Date:	 	  


	Date:	 	  

	 	 	 	 	 	 

  
 ATTACHMENTS: Award Agreement and Election Agreement 






 ATTACHMENT I 
 AWARD AGREEMENT 
  
 GSI COMMERCE, INC. 
 1996 EQUITY
INCENTIVE PLAN 
 DEFERRED STOCK AWARD
AGREEMENT 
  
 Pursuant to the Deferred Stock
Grant Notice (“Grant Notice”) and this Deferred Stock Award Agreement (“Agreement”), GSI Commerce, Inc. (the “Company”) has awarded you a Deferred Stock pursuant to Section 5.4
of the GSI Commerce, Inc. 1996 Equity Incentive Plan (the “Plan”) for the number of Shares as indicated in the Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this
Agreement but defined in the Plan or Grant Notice will have the same definitions as in the Plan. 
  
 The details of your Award are as follows. 
  
 1. PURCHASE PRICE. The purchase price for each Share will be $0.01. 
  
 2. VESTING. Subject to the limitations
contained herein, your Award will vest as provided in the Grant Notice. 
  
 3. DIVIDENDS. You will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Shares covered by your Award, provided that if any such
dividends or distributions are paid in Shares, the Fair Market Value of such Shares will be converted into additional Shares covered by the Award, and further provided that such additional Shares will be subject to the same forfeiture restrictions
and restrictions on transferability as apply to the Awards with respect to which they relate. 
  
 4. DISTRIBUTION OF SHARES OF COMMON STOCK. The Company will deliver to you a number of Shares of the
Company’s Common Stock (“Stock”) equal to the number of vested Shares subject to your Award, including any additional Shares received pursuant to Section 3 above, on the date or dates that you elect (the
“Settlement Date”). If such deferral election is made, the Board (or appropriate committee thereof) will, in its sole discretion, establish the rules and procedures for such deferrals. 
  
 5. CERTAIN ADJUSTMENTS.
In the event of 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 which the Board deems, in its sole discretion, to be similar
circumstances, the Board (or appropriate committee thereof) may make such adjustments to the number and/or kind of shares of stock or securities subject to this Award and any other provision of this Award affected by such change, as the Board may
determine in its sole discretion. 
  
 6.
CONDITIONS TO DELIVERY OF SHARES. Notwithstanding any other provision of this Agreement or the Plan, the Company will not be obligated to deliver any
Shares of pursuant to this Agreement (i) until all conditions to the Award have been satisfied or removed, (ii) until, in the opinion of counsel to the Company, all applicable Federal and state laws and 






 regulations have been complied with, (iii) if the outstanding Common Stock is at the time listed on any stock exchange or
included for quotation on an inter-dealer system, until the shares to be delivered have been listed or included or authorized to be listed or included on such exchange or system upon official notice of notice of issuance, (iv) if it might cause the
Company to issue or sell more shares of Common Stock that the Company is then legally entitled to issue or sell, and (e) until all other legal matters in connection with the issuance and delivery of such shares have been approved by counsel to the
Company. 
  
 7. TRANSFERABILITY. Your Award
is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of
your death, will thereafter be entitled to receive any distribution of Shares pursuant to Section 4 of this Agreement. 
  
 8. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or a subsidiary, or on the part of the Company or a subsidiary to continue such service.
In addition, nothing in your Award will obligate the Company or a subsidiary, their respective stockholders, boards of directors or Employees to continue any relationship that you might have as an Employee of the Company or a subsidiary. 

 
 9. UNSECURED
OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Shares pursuant to
this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the Shares purchased pursuant to this Agreement until such Shares are issued to you pursuant to Section 4 of this Agreement. Upon such
issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary
relationship between you and the Company or any other person. 
  
 10. WITHHOLDING OBLIGATIONS. 
  
 (a) On or before the time you receive a distribution of Shares pursuant to your Award, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from, at the
Company’s election, the Shares, payroll and any other amounts payable to you and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or a
subsidiary, if any, which arise in connection with your Award. 
  
 (b) Unless the tax withholding obligations of the Company and/or any subsidiary are satisfied, the Company will have no obligation to issue a certificate for such Shares. 
  
 12. NOTICES. All notices with respect to the Plan shall be in writing and shall be hand
delivered or sent by first class mail or reputable overnight delivery service, expenses prepaid. Notice may also be given by electronic mail or facsimile and shall be effective on the 






 date transmitted if confirmed within 24 hours thereafter by a signed original sent in a manner provided in the preceding
sentence. Notices to the Company or the Board shall be delivered or sent to GSI’s headquarters to the attention of its Chief Financial Officer and its General Counsel. Notices to any Participant or holder of shares of Common Stock issued
pursuant to an Award shall be sufficient if delivered or sent to such person’s address as it appears in the regular records of the Company or its transfer agent. 
  
 13. HEADINGS. The headings of the Sections in this Agreement are inserted for convenience only and
will not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement. 
  
 14. AMENDMENT. This Agreement may be amended only by a writing executed by the Company and you which specifically states that it is
amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Board (or appropriate committee thereof) by a writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board (or appropriate committee thereof) reserves the right to
change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. 
  
 15. MISCELLANEOUS. 
  
 (a) The rights and obligations of the Company under your Award will be transferable by the Company to any one or more
persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 
  

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award. 
  
 (c) You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 
  
 (d) This Agreement will be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
  
 (e) All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 






 16. GOVERNING PLAN DOCUMENT. Your
Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control; provided, however, that Section 4 of this Agreement will govern the timing of any
distribution of Shares under your Award. The Board (or appropriate committee thereof) will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board (or appropriate committee thereof) will be final and binding upon you, the Company, and all other
interested persons. No member of the Board (or appropriate committee thereof) will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. 
  
 17. EFFECT ON OTHER
EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s
benefits under any employee benefit plan sponsored by the Company or any subsidiary except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any
subsidiary’s employee benefit plans. 
  
 18.
CHOICE OF LAW. The interpretation, performance and enforcement of this Agreement will be governed by the law of the state of Delaware without regard to such state’s conflicts of laws rules.

  
 19. SEVERABILITY. If all
or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid. 
  
 IN WITNESS WHEREOF,
the parties have executed and delivered this Agreement effective as of the day and year set forth below. 
  

									
	EMPLOYEE	 	 	 	GSI COMMERCE, INC.
				
	  

	 	 	 	By:	 	  


	 	 	 	 	 	 	Name:	 	  


	 	 	 	 	 	 	Title:	 	  


	Date:	 	  

	 	 	 	Date:	 	  









 ATTACHMENT II 
 ELECTION AGREEMENT 
  
 GSI COMMERCE, INC. 
 DEFERRED
STOCK ELECTION AGREEMENT 
  
 Please complete this Election Agreement and return a signed copy to the Human Resources Department of GSI Commerce, Inc. (the “Company”) by             , 2005.

  
 NOTE: THIS ELECTION
AGREEMENT MUST BE COMPLETED AND RETURNED WITHIN 30 DAYS OF THE DATE
OF GRANT AS INDICATED ON THE GRANT NOTICE. IF THE INTERNAL REVENUE
SERVICE DETERMINES THAT THIS ELECTION FORM MUST BE COMPLETED PRIOR TO
THE GRANT DATE, THEN THIS ELECTION SHALL BE VOID AND THE STOCK
WILL BE ISSUED ON THE VESTING DATE. 
  
 Defined terms not explicitly defined in this Election Agreement but defined in the Plan or your Deferred Stock Award Agreement shall have the same
definitions as in such documents. 
  

			
	Name:	 	SS #:

  
 INSTRUCTIONS 
  
 In making this election, the
following rules apply: 
  

	•	 	You may elect a Settlement Date that occurs after the date of vesting. The “Settlement Date” is the date as of which you will receive the Shares associated with the
Deferred Stock that you elected to defer below. Unless you timely elect otherwise on this Election Agreement, the Shares will be issued to you on the vesting date as indicated on your Grant Notice. 

  

	•	 	You may elect up to four different Settlement Dates related to the Deferred Stock, in increments of 25%. For example, if you have 10,000 Shares covered by your Deferred Stock, you
may elect up to four different Settlement Dates — one Settlement Date related to each increment of 2,500 Shares. 

  

	•	 	The vested Shares will be transferred to you on February 1 (or, if not a business day, the first business day thereafter) of the year in which you select to defer receipt of the
Shares, unless you specifically select a different Settlement Date in that year. 

  

	•	 	This Election Agreement is irrevocable. 

  

	•	 	If no Settlement Date is elected, then the issuance of vested Shares will occur upon the vesting date(s) indicated on your Grant Notice. 

  

	•	 	Notwithstanding any provision in this Election Form or your Grant Notice, Award Agreement or the Plan to the contrary, the issuance of the vested shares shall be made in a manner
that complies with the requirements of Code Section 409A, which may include, without limitation, deferring the payment of such benefit for six (6) months after your Status Change, provided, however, that nothing in this paragraph shall require the
payment of benefits to you earlier than they would otherwise be payable under the Award. 







 DEFERRAL ELECTION 
  
 I hereby irrevocably elect to defer receipt of the Shares associated with the
above-referenced Deferred Stock until the following date(s) and in the following increment(s). I acknowledge that only vested Shares will be issued to me and that the Settlement Date may occur after vesting. (CHOOSE
ONE ALTERNATIVE BELOW) 
  
 ALTERNATIVE #1 (ON VESTING DATE): 
  

	 ̈	I elect to have my vested Shares issued to me on the vesting date(s) indicated on my Grant Notice. 

  
 ALTERNATIVE #2: (SPECIFIED DATE(S) — CHECK
BOXES THAT APPLY) 
  

													
	 A.
	 	  ̈
	  	_______________	  	_________________________	  	 
	 	 	 	  	Number	  	Month	  	Day	  	Year    	  	 
					
	 B.
	 	  ̈
	  	_______________	  	_________________________	  	 
	 	 	 	  	Number	  	Month	  	Day	  	Year    	  	 
					
	 C.
	 	  ̈
	  	_______________	  	_________________________	  	 
	 	 	 	  	Number	  	Month	  	Day	  	Year    	  	 
					
	 D.
	 	  ̈
	  	_______________	  	_________________________	  	 
	 	 	 	  	Number	  	Month	  	Day	  	Year	  	 
			
	 E.
	 	  ̈
	  	Notwithstanding the election that I made in A-D above, I elect to have my vested Shares issued to me on the
following date, in the event such date occurs prior to the date(s)
selected above (check boxes that apply):
			
	 	 	 	  	 ̈         days following my
Status Change
	 	 	 	  	 ̈    Immediately upon a Change in
Control
	 	 	 	  	 ̈    Upon the earlier of a Change in Control or
     days following my Status Change
	
	ALTERNATIVE #3 (SPECIFIED EVENT – CHECK ONE BOX):
	
	I elect to have my vested Shares issued to me on the following event (check boxes that apply):
			
	 	 	 	  	 ̈          days following
my Status Change
	 	 	 	  	 ̈     Upon the earlier of a Change in Control or
     days following my Status Change







 Manner of Transfer 
  
 All of the Shares you are entitled to receive on the Settlement Date specified in this Election Agreement will be transferred
to you on or as soon as practicable after such Settlement Date. 






 Terms and Conditions 
  
 By signing this form, you hereby acknowledge your understanding and acceptance of the following: 
  

	l.	Company Right to Early Transfer. Notwithstanding any election made herein, the Company or any Subsidiary reserves the right to transfer to you all of the vested and then
unissued Shares associated with the Deferred Stocks subject to this Election Agreement at any time following the termination of your employment with the Company or any Subsidiary. 

  

	2.	Withholding. The Company shall have the right to deduct from all deferrals or payments hereunder, any federal, state, or local tax required by law to be withheld.


  

	3.	Nonassignable. Your rights and interests under this Election Agreement may not be assigned, pledged, or transferred other than as provided in the GSI Commerce, Inc. 1996
Equity Incentive Plan. 

  

	4.	Termination of This Agreement. The Company reserves the right to terminate this Agreement at any time. In such case, Shares that you purchased pursuant to your Agreement may
be issued to you immediately. 

  

	5.	Bookkeeping Account. The Company will establish a bookkeeping account to reflect the number of Shares that you acquired pursuant to your Deferred Stock and the Fair Market
Value such Shares that are subject to this Election Agreement. 

  

	6.	Stock Certificates. Share certificates (each, a “Certificate”) evidencing the issuance of the Shares pursuant to your Deferred Stock shall be issued to you as of
the applicable Settlement Dates (or such earlier date payment is to be made pursuant to this Election Agreement) and shall be registered in your name. Subject to the withholding requirements outlined above, Certificates representing the unrestricted
Shares will be delivered to you as soon as practicable after the Settlement Date. 

  

	7.	Change in Control. As used in this Election Agreement, “Change in Control” shall have the meaning contained in the Plan or the Deferred Stock Award Agreement;
provided however, that a distribution upon a Change in Control shall only occur if such distribution complies with the distribution requirements of Code Section 409A and the regulations promulgated thereunder. 

  

	8.	Governing Law. This Agreement shall be construed and administered according to the laws of the State of Delaware. 

  
 By executing this Election Agreement, I hereby acknowledge my understanding of and agreement
with all the terms and provisions set forth in this Election Agreement. 







									
	EMPLOYEE	 	 	 	GSI COMMERCE, INC.
				
	  

	 	 	 	By:	 	  


	 	 	 	 	 	 	Name:	 	  


	 	 	 	 	 	 	Title:	 	  


	Date:	 	  

	 	 	 	Date: