Exhibit 10.1
 GSI Commerce, Inc.
2010 Equity Incentive Plan
Performance Restricted Stock Unit Award Agreement
 PARTICIPANT:
    
    MICHAEL G. RUBINGRANT DATE:TARGET NUMBER OF PERFORMANCE 
RESTRICTED STOCK UNITS:
    
    unitsMAXIMUM NUMBER OF PERFORMANCE 
RESTRICTED STOCK UNITS GRANTED (____%
OF TARGET):
    
    unitsAWARD AND VESTING CRITERIA
    
    The actual number of Performance
Restricted Stock Units to be
awarded to Participant and that may
vest will be determined in
accordance with conditions
specified below.PERFORMANCE PERIOD:
   1.   Application of
Plan; Administration
    
    This Agreement and your rights under this
Agreement are subject to all the terms and
conditions of the Plan, as it may be amended
from time to time, as well as to such rules
and regulations as the Board (or an
appropriate committee thereof) may adopt. It
is expressly understood that the Board (or an
appropriate committee thereof) that
administers the Plan is authorized to
administer, construe and make all
determinations necessary or appropriate to
the administration of the Plan and this
Agreement, all of which shall be binding upon
you to the extent permitted by the Plan.




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2.    Performance
Goal
    
    (a) The number of PRSUs to be awarded to you
under this Agreement shall depend upon the
extent to which the [the Performance
Metric(s)] exceeds or falls short of  $_____ 

[the Performance Target(s)] for the
Performance Period. If actual [Performance
Metrics(s)] equal or exceed the
 _____% [of the
Performance Target(s)], the right to receive
an award of any PRSUs pursuant to this
Agreement shall expire without consideration.(b) [Definition of Performance Metrics](c) Subject to the foregoing, and provided
that you have remained in Continuous Service
with the Company from the Grant Date set
forth above, the number of PRSUs to be
awarded to you following completion of the
Performance Period (such PRSUs, the Awarded
PRSUs) shall be determined in accordance
with the following schedules:In the event that the Companys [Performance
Metric(s)] for the Performance Period falls
between two of the [Performance Target(s)]
listed in the table above, the number of
Awarded PRSUs shall be determined by linear
interpolation.Notwithstanding anything herein to the
contrary, in no event shall more than
 _____ 

times the Target Number of PRSUs be awarded
under this Agreement.Following the end of the Performance Period
and the collection of relevant data necessary
to determine the extent to which the
[Performance Target(s)] set forth in this
Section 2 has been satisfied, the Board (or
an appropriate committee thereof) will
determine: (a) the [Performance Metric(s)]
achieved by the Company for the Performance
Period, and (b) the multiple of the Target
Number of PRSUs to be awarded as Awarded
PRSUs. The Board (or an appropriate
committee thereof) shall make these
determinations in its sole discretion. The
class and number of securities to be issued
under this Agreement shall be subject to
adjustment as provided for in Section 9(a) of
the Plan. The Boards (or an appropriate
committee thereof) determination pursuant to
this paragraph shall be evidenced by a
written certification.3.   Vesting
    
    50% of the Awarded PRSUs will vest (becoming
Vested Performance Units) on

 _____ 
and the remaining
Awarded PRSUs will vest on
 _____ 

(each such date, a Vesting Date), provided
that you have remained in Continuous Service
with the Company from the Grant Date set
forth above until the respective Vesting
Date, and provided further that in no case
shall any Awarded PRSUs vest before the date
of the Boards (or an appropriate committee
thereof) written certification pursuant to
Section 2 hereof. Notwithstanding the
foregoing, the terms and provisions of that
certain Employment Agreement between you and
the Company, effective as of July 1, 2006
(your Employment Agreement), may provide
that any vesting restrictions contained in
this Section 3 will earlier lapse in certain
circumstances.4.   Termination of
Continuous Service
    
    Except as otherwise provided in your
Employment Agreement and Section 7 of this
Agreement, your right to any award of PRSUs
and your rights under any Awarded PRSUs that
have not become Vested Performance Units will
be forfeited without consideration as of the
date of termination of your Continuous
Service with the Company for any reason.




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5.   Settlement of Vested
Performance Units and
Issuance of Shares of our
Common Stock
    
    Each Vested Performance Unit will be settled
by the delivery of one share of Common Stock
(subject to adjustment under Section 9(a) of
the Plan, a Share) to you or, in the event
of your death, to your designated
beneficiary, within 5 days following the
Vesting Date.
Notwithstanding any other provision of this
Agreement or the Plan, the Company will not
be obligated to issue or deliver any Shares
pursuant to this Agreement (i) until all
conditions to this Agreement 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 have been listed or included or
authorized to be listed or included on such
exchange or system upon official notice of
issuance, (iv) until the issuance or delivery
of the Shares would not cause the Company to
issue or sell more shares of Common Stock
than 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.You hereby authorize any brokerage service
provider determined acceptable to the Company
to open a securities account for you to be
used for the settlement of Vested Performance
Units. The date on which Shares are issued
may include a delay in order to provide the
Company such time as it determines
appropriate to address tax withholding and
other administrative matters.In no event shall the delivery of the Shares
be delayed pursuant to any provision of this
Agreement beyond the later of: (1) December
31st of the same calendar year of the Vesting
Date, or (2) the 15th day of the third
calendar month following the Vesting Date.6.   Rights as
Stockholder
    
    Except as otherwise provided in this
Agreement, you will not be entitled to any
privileges of ownership of the shares of
Common Stock underlying your PRSUs, including
voting, receipt of dividends or any other
rights as a stockholder of the Company,
unless and until shares of Common Stock are
actually delivered to you under this
Agreement.7.   Change in
Control
    
    Notwithstanding anything to the contrary in
this Agreement, the Awarded PRSUs shall be
subject to such acceleration of vesting upon
a Change in Control as may be provided for in
your Employment Agreement.




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8.   Transferability
    
    Except as provided in Section 10(k) hereof,
your right to receive PRSUs under this
Agreement, your Awarded PRSUs and any Vested
Performance Units that you hold pursuant to
this Agreement are not transferable, whether
voluntarily or involuntarily, by operation of
law or otherwise, other than by will or the
laws of descent and distribution. Any
voluntary or involuntary assignment, pledge,
transfer, or other disposition of, or any
attachment, execution, garnishment, or lien
issued against or placed upon your right to
receive PRSUs under this Agreement, your
Awarded PRSUs and any Vested Performance
Units that you hold pursuant to this
Agreement in violation of the terms of this
Agreement shall be void. 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 this Agreement.9.   Taxes
    

(a)    General. You are ultimately liable and
responsible for all taxes owed by you in
connection with your PRSUs, regardless of any
action the Company takes or any transaction
pursuant to this Section 9 with respect to
any tax withholding obligations that arise in
connection with the PRSUs. The Company makes
no representation or undertaking regarding
the treatment of any tax withholding in
connection with the grant, award, vesting or
settlement of the PRSUs, the Awarded PRSUs or
the Vested Performance Units, and the
subsequent sale of any of the Shares issued
in respect of any Awarded PRSUs that may
vest. Except as otherwise provided in the
Employment Agreement, the Company does not
commit and is under no obligation to
structure this Agreement to reduce or
eliminate your tax liability.(b)    Withholding. On or before any Vesting
Date, the date your Vested Performance Units
are settled and Shares are issued to you
pursuant to the terms of Section 5, and any
other date upon which tax withholding
obligations of the Company may arise, or at
any time thereafter as requested by the
Company, you hereby authorize withholding
from, at the Companys election, the Shares,
payroll and any other amounts payable to you
and you 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 any of
the above events or otherwise. Unless the
tax withholding obligations of the Company or
any Affiliate are satisfied, the Company will
have no obligation to issue a certificate for
Shares.




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10. Miscellaneous
    
    (a)    YOU ACKNOWLEDGE AND AGREE THAT THE
VESTING OF ANY AWARDED PRSUS PURSUANT TO
SECTION 3 HEREOF IS EARNED ONLY BY YOUR
CONTINUOUS SERVICE WITH THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED OR ACQUIRING
GRANTED PRSUS HEREUNDER). YOU FURTHER
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS AN EMPLOYEE,
DIRECTOR, OR CONSULTANT OF THE COMPANY FOR
THE VESTING PERIOD, FOR THE PERFORMANCE
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH YOUR RIGHT OR THE
COMPANYS RIGHT TO TERMINATE YOUR
RELATIONSHIP (I) AS AN EMPLOYEE AT ANY TIME,
FOR ANY REASON OR NO REASON, WITH OR WITHOUT
CAUSE; (II) AS A CONSULTANT PURSUANT TO THE
TERMS OF YOUR AGREEMENT WITH THE COMPANY OR
AN AFFILIATE; OR (III) AS A DIRECTOR PURSUANT
TO THE BYLAWS OF THE COMPANY AND ANY
APPLICABLE PROVISIONS OF THE CORPORATE LAW OF
THE STATE OR OTHER JURISDICTION IN WHICH THE
COMPANY IS DOMICILED, AS THE CASE MAY BE.(b)    Your PRSUs are unfunded and as a holder
of Vested Performance Units 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. 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.(c)    This Agreement will be subject to all
applicable laws, rules, and regulations, and
to such approvals by any governmental
agencies or stock exchanges as may be
required. The Company may impose such
restrictions, conditions or limitations as it
determines appropriate as to the timing and
manner of any resales by you or other
subsequent transfers by you of any Shares
issued as a result of or under this
Agreement, including without limitation (i)
restrictions under an insider trading policy,
(ii) restrictions that may be necessary in
the absence of an effective registration
statement under the Securities Act of 1933,
as amended, covering the PRSUs and (iii)
restrictions as to the use of a specified
brokerage firm or other agent for such
resales or other transfers. Any sale of
Shares issued pursuant to this Agreement must
also comply with other applicable laws and
regulations governing the sale of such
Shares.(d)    The benefits provided under this
Agreement are intended to be subject to a
substantial risk of forfeiture under Code
Section 409A, and to qualify for the short
term deferral exemption from application of
Code Section 409A as payable only within the
permitted period following lapse of the
applicable forfeiture conditions, and any
ambiguities contained herein shall be
interpreted in a manner so as to comply with
the requirements of such exemption.
Notwithstanding anything in the Plan or this
Agreement to the contrary, the Board (or an
appropriate committee thereof) may, without
your consent, amend this Agreement to comply
with all of the requirements of Section 409A
of the Code and any corresponding guidance
and regulations issued under Section 409A of
the Code to the extent it is determined, in
the sole discretion of the Board (or an
appropriate committee thereof), that such
amendment is necessary to comply with the
requirements of Section 409A of the Code.(e)    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.(f)    Any question concerning the
interpretation of this Agreement or the Plan,
any adjustments required to be made under the
Plan and any controversy that may arise under
the Plan or this Agreement shall be
determined by the Board (or an appropriate
committee thereof) (including any person(s)
to whom the Board has delegated its
authority) in its sole and absolute
discretion. Such decision by the Board (or
an appropriate committee thereof) shall be
final and binding.




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(g)    This Agreement, the Plan and the
Employment Agreement represent the entire
agreement between the parties with respect to
the PRSUs. In the event of a conflict
between the terms and conditions of the Plan
and the terms and conditions of this
Agreement or the Employment Agreement, the
terms and conditions of the Plan shall
prevail. In the event of a conflict between
the terms and conditions of this Agreement
and the terms and conditions of the
Employment Agreement, the terms and
conditions of the Employment Agreement shall
prevail.(h)    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 such
Section to the fullest extent possible while
remaining lawful and valid.(i)    Either partys failure to enforce any
provision of this Agreement shall not in any
way be construed as a waiver of any such
provision, nor prevent that party from
thereafter enforcing any other provision of
this Agreement. The rights granted both
parties hereunder are cumulative and shall
not constitute a waiver of either partys
right to assert any other legal remedy
available to it.(j)    This Agreement may be amended only by a
writing executed by you and the Company which
specifically states that it is amending this
Agreement. Notwithstanding the foregoing and
subject to Section 2(b)(viii) of the Plan,
this Agreement may be amended solely by the
Board (or an 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.
Without limiting the foregoing, the Board (or
an 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 PRSUs
which are then subject to restrictions as
provided herein.(k)    The rights and obligations of the Company
under this Agreement 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. You may not assign, transfer or
pledge the granted PRSUs, the Awarded PRSUs,
the Vested Performance Units or any right or
interest therein or thereunder to anyone
other than by will or the laws of descent and
distribution except with the prior written
consent of the Company. The Company may
cancel your rights hereunder if you attempt
to assign or transfer them in a manner
inconsistent with this Agreement.




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(l)    All notices with respect to this
Agreement 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 (or an appropriate
committee thereof) shall be delivered or sent
to the Companys headquarters, 935 First
Avenue, King of Prussia, PA 19406, to the
attention of its Chief Financial Officer and
its General Counsel. Notices to the
Participant or holder of Shares issued
pursuant to this Agreement 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.(m)   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.(n)    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 this Agreement.




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Michael G. Rubin
    
    
    
    DateAccepted by:GSI COMMERCE, INC.By
    
    
    
    DateNameTitle