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AMENDMENT 2008-1
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT
2008-1 , dated as of December 30, 2008, by and between GSI
Commerce, Inc. (“Employer”) and Michael G. Rubin
(“Executive”).
Employer and
Executive previously entered into an Employment Agreement effective
August 23, 2006 (the “Employment
Agreement”).
Employer and
Executive desire to amend the Employment Agreement to comply with
the requirements of Section 409A of the Internal Revenue
Code.
NOW,
THEREFORE , Employer and Executive hereby agree that, effective
January 1, 2009, the Employment Agreement shall be amended as
follows:
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1.
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The
language “as soon as practicable” in Sections 5.1,
5.2 and 5.3 shall hereby be replaced with “within
60 days.”
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2.
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The
second sentence in Section 5.4 is hereby deleted and replaced
in its entirety to read as follows:
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“Notwithstanding the
foregoing, Executive shall be entitled to the following payments
and benefits upon such termination by Employer without
Cause:
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(i)
Payment of severance in the amount of $2,525,000 payable in
installments over a period of twenty-four (24) months
following the date of termination (payable in accordance with the
then current payroll policies of Employer with the first
installment being paid within sixty (60) days following
Executive’s date of termination, subject to the application
of Section 5.8);
(ii)
Executive shall be entitled to continue to receive health and
dental benefits under Employer’s health and dental plans for
a period of twenty-four (24) months following the date of
termination (the “Severance Period”) at the level in
effect immediately prior to Executive’s date of termination.
Executive shall pay to Employer on the last day of each month
preceding the month that the health and dental coverage
continuation shall be provided, the full cost of the monthly
premiums equal to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”) cost of continued
health and dental coverage under the health and dental plans of
Employer. The first such payment shall be paid to Employer on the
last day of the month in which Executive’s date of
termination occurs. Executive shall receive a monthly reimbursement
payment during the Severance Period, on the first payroll date of
each month, equal to the monthly COBRA cost of continued health and
dental coverage under the health and dental plans of Employer, less
the amount that Executive
would be
required to contribute for health and dental coverage if Executive
were an active employee. Reimbursements under this
Section 5.4(ii) shall commence on the first payroll date
occurring in the month following the month in which
Executive’s date of termination occurs and shall continue
until the earlier of (A) the end of the Severance Period, (B)
the first day of the month following the commencement of health and
dental coverage with
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