0000950123-11-059901 Sample Contracts

GSI Commerce, Inc. 2010 Equity Incentive Plan Performance Award Agreement
Gsi Commerce Inc • June 17th, 2011 • Retail-catalog & mail-order houses

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 award (the “Award”) specified above. Capitalized terms used and not defined in this Performance Award Agreement (this “Agreement”) shall have the meanings given to them in the Plan.

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • June 17th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of June 17, 2011, between GSI Commerce, Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 935 First Avenue, King of Prussia, Pennsylvania 19406, and The Bank of New York Mellon, as trustee hereunder (hereinafter called the “Trustee”).

SEPARATION AGREEMENT
Separation Agreement • June 17th, 2011 • Gsi Commerce Inc • Retail-catalog & mail-order houses • Pennsylvania

THIS SEPARATION AGREEMENT (this “Agreement”), is entered into as of June 17, 2011 by and between GSI Commerce, Inc. (the “Company”) and Michael R. Conn (“you” or “your”).

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