0000950123-10-071909 Sample Contracts

GSI Commerce, Inc. 2010 Equity Incentive Plan Performance Restricted Stock Unit Award Agreement
Gsi Commerce Inc • August 4th, 2010 • Retail-catalog & mail-order houses • Delaware

THIS AGREEMENT, effective as of the Grant Date set forth above, is between GSI Commerce, Inc., a Delaware corporation (the “Company”, “we”, “our” or “us”), and the Participant named above (“you” or “yours”), pursuant to the provisions of the Company’s 2010 Equity Incentive Plan (the “Plan”) with respect to the grant of the maximum number of performance restricted stock units (“PRSUs”) specified above. Capitalized terms used and not defined in this Performance Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meanings given to them in the Plan.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2010 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

Background: Employer, through its Global Marketing Services business, is a provider of interactive marketing services, including brand development and strategic account planning, user experience and creative design, interactive marketing, e-mail marketing and data services, affiliate marketing, studio services (photography and content development) and traditional media services. (the “Business”). Employer desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions stated below (the “Agreement”).

STOCK PURCHASE AGREEMENT by and among E-DIALOG, INC. (a Delaware corporation), MBS INSIGHT, INC. (a Delaware corporation), and WORLD MARKETING, INC. (a Nebraska corporation) dated as of April 30, 2010
Stock Purchase Agreement • August 4th, 2010 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2010, by and among e-Dialog, Inc., a Delaware corporation (the “Purchaser”), MBS Insight, Inc., a Delaware corporation (the “Company”), and World Marketing, Inc., a Nebraska corporation and the sole stockholder of the Company (the “Sole Stockholder”).

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