##### 



Exhibit 10.2
 
    
    
    Your annual base salary will be $400,000.00. Your base salary, less payroll deductions
and required withholdings, will be payable in accordance with the Companys normal payroll
practices. Your base salary will be reviewed annually after December 31, 2007 during the
Companys annual performance review process. Merit increases will be based upon your
performance review rating. You will be eligible for a review and increase (not pro-rated)
in January, 2008.
    
    Subject to approval of the Board of Directors of GSI Commerce, Inc., you will be granted
under the GSI Commerce, Inc. 2005 Equity Incentive Plan or such other plan as may then be
in effect (the Equity Plan) a Restricted Stock Unit award to receive shares of GSI
Commerce, Inc. This award will have an aggregate value of $1,250,000.00 based on the fair
market value of a share of such Common Stock on the later of the date the Board approves
the grant or the date you begin employment with the Company. This award will vest as to
20% of the total number of shares on each of the first, second, third, fourth and fifth
annual anniversary of the date the grant. The Company will deliver the shares to you as
they vest, and you will not be required to pay any consideration for the vested shares
other than the services you rendered to the Company. You will be eligible for an annual
grant (not pro-rated) in March, 2008.




---



##### 



March 26, 2007Page 2
 
    
    You will be eligible to participate in the annual bonus plan available to senior
management level employees at the Company. Under the plan recently approved by the Board
of Directors, you will have the opportunity to receive an incentive bonus of 50% of your base pay provided you and the Company achieve certain performance objectives. We are
guaranteeing you will receive a full bonus for 2007 paid in March of 2008. The Company
retains the right to modify, replace or terminate any bonus plan or program from time to
time, although this will not apply to your 2007 bonus guarantee. All interpretations and
determinations with respect to bonuses, including calculation of the amount of any bonus and
determination that a bonus has been earned, will be made by the Company and the Companys
determination will be final and binding.
    
    You will be eligible to participate in all employee benefit plans or programs of the
Company now existing or established hereafter and offered generally to other senior
management team members of the Company, subject to the terms and provisions of such plans
including applicable waiting periods. Details about these benefits will be made available
for your review. The Company retains the right to modify, replace or terminate any or all
of its employee benefits plans or programs (including the Equity Plan) from time to time.
    
    It is our objective to move you and your family to the King of Prussia, PA area as
quickly and seamlessly as possible. Toward that goal, the Company will pay or reimburse
you for the actual and reasonable expenses for the following items relating to your
relocation from Atlanta, GA to King of Prussia, as outlined herein. We will reimburse you
for the physical move of you and your household goods including packing and unpacking your
household goods and personal effects; moving two automobiles; temporary living and
temporary storage in the King of Prussia area for 90 days; and two house hunting trips
which consists of round-trip airfare for two people, hotel accommodations for up to four
nights, car rental for five days and meals (up to $50 per day per person). We will pay you
an amount equal to 2% of the purchase price of your new home to cover some of the costs
associated with that purchase. We will pay this to you within 7 days of closing. We will
also provide you with home sale protection to cover the unlikely event that you suffer a
financial loss on the sale of your home related to any significant investments made to
renovate your home in the past two years, up to a maximum of $100,000. We will provide
you with a relocation allowance of up to $50,000 less taxes. Finally, in the event that you
are carrying two mortgages simultaneously, we will cover the interest cost of the lower of
the two mortgages for up to four (4) months. You will be required to submit such invoices
and documentation as may be reasonably required by the Company for all reimbursements.
    
    If you resign your employment with the Company or the Company terminates your employment
with cause (as defined below) during the first two (2) years of your employment, you will
repay the Company a pro-rata portion of all amounts incurred or reimbursed by the Company
in connection with such relocation as follows: 100% will be reimbursed by you if such a
departure occurs in the first year of your employment and the reimbursement owed will
decline by 1/12 for each month in the second year.




---



##### 



March 26, 2007Page 3
 
    
    The term cause means that (i) gross negligence or willful misconduct in the
performance of your duties for the Company; (ii) breach or violation, in a material
respect, of any agreement between the Company and you, the Companys Code of
Business Conduct or any of the Companys policy statements, including those regarding
conflicts-of-interest, insider trading, confidentiality or harassment; (iii) commission of a
material act of dishonesty or breach of trust; (iv) acting in a manner that is inimical or
injurious, in a material respect, to the business or interests of the Company; or (v)
conviction of a felony.
    
    Within 30 days from your start date, the Company will pay you a one-time signing bonus
of $100,000, less taxes. Like the relocation assistance, should you resign your employment
with the Company or should the Company terminate your employment for cause during your
first two years of employment, you will repay to the Company a pro-rata portion of this
sign-on bonus under the same terms outlined above.
    
    You may terminate your employment with the Company at any time and for any reason
whatsoever. Likewise, the Company may terminate your employment at any time and for any
reason whatsoever, with or without cause or advance notice. This at-will employment
relationship cannot be changed except in writing signed by an officer of the Company.
    
    If the Company terminates your employment without cause, the Company will continue to
pay your base salary in accordance with the terms of this letter as follows: if such a
termination occurs in 2007, we will provide 24 months of base-pay; if it occurs in 2008, we
will pay you 18 months of base-pay; and if it occurs in 2009, we will provide you with 12
months of base-pay. These payments will be made only if you are terminated without cause
and provided you execute the Companys standard separation and release agreement. Any
severance to which you become entitled under this paragraph will be payable in accordance
with the Companys normal payroll practices and will be subject to payroll deductions and
required withholdings.




---



##### 



March 26, 2007Page 4
 The employment terms set forth in the above bullets in this letter supersede any prior written or
oral agreements or promises and any contemporaneous or subsequent oral agreements or promises made
to you by anyone on behalf of the Company with respect to such employment terms
     
 AGREED TO AND ACCEPTED:
 /s/ J. Scott Hardy

Scott Hardy3/28/07

Date