exv10w32






GSI Commerce, Inc.

2005 Equity Incentive Plan

Restricted Stock Unit Grant Notice



GSI Commerce, Inc. (the “Company”), pursuant to Section 7(c) of its 2005 Equity Incentive Plan (the
“Plan”), hereby awards to you as a Participant under the Plan a Restricted Stock Unit for the
number of shares (the “Shares”) set forth below (the “Award”). This Award is subject to all of the
terms and conditions as set forth herein and in (i) the applicable Restricted Stock Unit Agreement,
which is attached hereto and incorporated herein in its entirety, and (ii) the Plan, which is
available on the Company’s Intranet under the Legal and Human Resources sections and incorporated
herein in its entirety.




	 	 	 	 	 
	Participant:
	 	 	 	 
	Date of Grant:

	 	 

	 	 
	Number of Shares subject to Award:

	 	 

	 	 
	Consideration:

	 	 

Your Services to the Company
	 	 





Vesting Schedule: The shares subject to this Award will vest in accordance with the following
schedule; provided that the vesting will cease upon the termination of your Continuous Service:




         of the total number of shares subject to the Award          

will vest on o the Date of Grant o the first
annual                  

anniversary of the Date of Grant o                                         ; and




                    
of the total number of shares will vest o annually

o monthly thereafter over the next                      years.
               



Notwithstanding the foregoing, in the event that Participant’s Continuous Service is terminated due
to his or her death or Disability, then this Award will immediately vest in full.



Change in Control: Vesting of your Shares may be accelerated upon a Change in Control, as provided
in that certain Employment Agreement between you and the Company, effective as of July 1, 2006.



Parachute Payments: If any payment or benefit you would receive pursuant to a Change in Control
from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the
meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax
imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the
Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that
would result in no portion of the Payment being subject to the Excise Tax or (y) the largest
portion of the Payment, up to and including the total Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in your receipt, on an after-tax
basis, of the greater amount of the Payment


 









 






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 the
Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in
writing a different order: reduction of cash payments; cancellation of accelerated vesting of
Stock Awards (as defined in the Plan); reduction of employee benefits. If acceleration of vesting
of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in
the reverse order of the date of grant of your Stock Awards unless you elect in writing a different
order for cancellation.




               The Company shall appoint a nationally recognized independent accounting firm to make the
determinations required hereunder, which accounting firm shall not then be serving as accountant or
auditor for the individual, entity or group effecting the Change in Control of the Company. The
Company shall bear all expenses with respect to the determinations by such accounting firm required
to be made hereunder.



               The accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, on which you may rely, to you and
the Company within fifteen (15) calendar days after the date on which your right to a Payment is
triggered (if requested at that time by you or the Company) or such other time as requested by you
or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall furnish you and the
Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with
respect to such Payment. The Company shall be entitled to rely upon the accounting firm’s
determinations, which shall be final and binding on all persons.


Additional Terms/Acknowledgements: You acknowledge receipt of, and understand and agree to, this
Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan. You also
acknowledge receipt of the 2005 Equity Incentive Plan Prospectus. You further acknowledge that as
of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement
and the Plan set forth the entire understanding between you and the Company regarding the
acquisition of stock in the Company pursuant to this Award and supersede all prior oral and written
agreements on that subject with the exception of (i) Stock Awards (as defined in the Plan)
previously granted and delivered to you under the Plan, and (ii) the following agreements only:




	 	 	 	 	 	 	 
	 

	 	Other Agreements:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 
 

	 	 





	 	 	 	 	 	 	 	 	 	 	 
	GSI Commerce, Inc.	 	 	 	Participant	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
 

Signature
	 	 	 	 
 

Signature
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 
 

Print
	 	 	 	Name:
	 	 
 

Print
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 
 

	 	 	 	Date:
	 	 
 

	 	 






 









 





	 	 	 	 	 
	Date:

	 	 
 

	 	 
	 
	 	 	 	 
	Attachments:  Restricted Stock Unit Agreement	 	 






 









 





Attachment I


Restricted Stock Unit Agreement




GSI Commerce, Inc. 

2005 Equity Incentive Plan

Restricted Stock Unit Agreement




     Pursuant to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock
Unit Agreement (the “Agreement”), GSI Commerce, Inc. (the “Company”) has granted you a Restricted
Stock Unit under Section 7(c) of the GSI Commerce, Inc. 2005 Equity Incentive Plan (the “Plan”) for
the number of shares of the Company’s common stock (the “Common Stock”) indicated in the Grant
Notice (collectively, the “Award”). Capitalized 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. Distribution of Shares of Common Stock. The Company will deliver to you a number
of shares of Common Stock equal to the number of vested shares of Common Stock subject to your
Award on the vesting date or dates provided in your Grant Notice. Notwithstanding the foregoing,
in the event that the Company determines that your sale of shares of
Common Stock on the date the shares subject to the Award are scheduled to be delivered (the “Original Distribution Date”) would
violate its policy regarding insider trading of the Common Stock, as determined by the Company in
accordance with such policy, then such shares shall not be delivered on such Original Distribution
Date and shall instead be delivered as soon as practicable following the next date that you could
sell such shares pursuant to such policy; provided, however, that in no event shall the delivery
of the shares be delayed pursuant to this provision beyond the later of: (1) December 31st of the
same calendar year of the Original Distribution Date, or (2) the 15th day of the third calendar
month following the Original Distribution Date.




     2. Consideration. The Common Stock delivered to you pursuant to your Award shall be
deemed paid, in whole or in part, in consideration of your services to the Company in the amounts
and to the extent required by law.




     3. Vesting. Subject to the limitations contained herein, your Award will vest as
provided in the Grant Notice; provided that vesting will cease upon the termination of your
Continuous Service unless and to the extent otherwise provided in your Grant Notice.




     4. Number of Shares. The number of shares of Common Stock subject to your Award
referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments
as set forth in the Plan.



 









 






     5. Conditions to Issuance and Delivery of Shares. Notwithstanding any other
provision of this Agreement or the Plan, the Company will not be
obligated to issue or deliver any shares of Common Stock 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 (v) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by counsel to the Company.




     6. Execution of Documents. You hereby acknowledge and agree that the manner
selected by the Company by which you indicate your consent to your Grant Notice is also deemed to
be your execution of your Grant Notice and of this Agreement. You further agree that such manner
of indicating consent may be relied upon as your signature for establishing your execution of any
documents to be executed in the future in connection with your Award. This Restricted Stock Unit
Agreement shall be deemed to be signed by the Company and you upon the respective signing by the
Company and you of the Restricted Stock Unit Grant Notice to which it is attached.




     7. Non-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 1 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 employ of the Company or an Affiliate, or on the part of the
Company or an Affiliate to continue your employment. In addition, nothing in your Award will
obligate the Company or an Affiliate, their respective stockholders, Boards of Directors or
Employees to continue any relationship that you might have as a Director or Consultant for the
Company or an Affiliate.




     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 of Common Stock pursuant to this Agreement. You will not have
voting or any other rights as a stockholder of the Company with respect to the shares of Common
Stock awarded pursuant to this Agreement until such shares are issued to you pursuant to Section 1
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 withholding from, at
the Company’s election, vested shares of Common Stock distributable to you, payroll and any
other amounts payable to you and otherwise agree to make adequate provision for, as determined
by the Company, any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or an Affiliate, if any, which arise in connection with
your Award.




          (b) Unless the tax withholding obligations of the Company or any Affiliate are satisfied,
the Company will have no obligation to issue a certificate for such shares of Common Stock.




     11. 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, 935 First Avenue, King of Prussia, PA 19406, 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.




     12. 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.




     13. 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, including with respect to compliance with Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued
thereunder, 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.




     14. 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. Your rights and obligations under your Award may not be assigned by
you, except with the prior written consent of the Company.




          (b) The benefits provided under this Agreement are intended to be subject to a
“substantial risk of forfeiture” under Code Section 409A, and to be payable within the “short
term deferral period” under such statute following lapse of the applicable forfeiture
conditions.




          (c) 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.




          (d) 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.




     15. 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. 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.




     16. 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.




     17. 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.




     18. 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.