Compensation Committee of the Board of Directors Charter

I. Purpose
The Compensation Committee is appointed by the Board of Directors of GSI Commerce, Inc. (the “Company”) to (a) review and recommend for approval by the Board the compensation of the Company’s Chief Executive Officer and review and approve the compensation of the Company’s other executive officers, (b) oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans, and (c) report on executive compensation in the Company’s proxy statement in accordance with applicable rules and regulations.

II. Committee Composition
The Compensation Committee shall be comprised of three or more directors as determined by the Board, each of whom (a) satisfy the definition of “independent” under the listing standards of The Nasdaq Stock Market (“Nasdaq”), (b) are “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), and (c) are “outside directors” as defined by Section 162(m) of the Internal Revenue Code. The members of the Compensation Committee shall be appointed and may be replaced by the Board. Unless a Chair is appointed by the full Board, the members of the Compensation Committee may designate a Chair by majority vote of the full Compensation Committee membership.

III. Meetings
The Compensation Committee shall meet as often as it determines necessary, but no less frequently than quarterly. At all Compensation Committee meetings, a majority of the total number of members shall constitute a quorum. A majority of the members of the Compensation Committee shall be empowered to act on behalf of the Compensation Committee. The Compensation Committee may, in its discretion, form and delegate all or a portion of its authority, duties and responsibilities to one or more subcommittees of the Compensation Committee. Minutes shall be kept of each meeting of the Compensation Committee or any subcommittee thereof.

IV. Committee Authority and Responsibilities
The Compensation Committee shall have the authority to carry out the purposes set forth in this Charter.

The Compensation Committee shall have the authority, to the extent it deems necessary or appropriate to carry out its duties, to retain independent counsel or other advisors. The Company shall provide for appropriate funding, as determined by the Compensation Committee, for payment of compensation to (a) any independent counsel or other advisors employed by the Compensation Committee, and (b) ordinary administrative expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.

The Compensation Committee shall make regular reports to the Board. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review the Compensation Committee’s own performance.

The Compensation Committee’s specific responsibilities in carrying out its role, to the extent that the Compensation Committee determines the performance of such responsibilities to be necessary or appropriate, are delineated in the Compensation Committee Responsibilities Calendar attached to this Charter as Appendix A.

Appendix A: Compensation Committee Responsibilities Calendar

  Responsibility

When Performed –
Compensation Committee Meetings

 

March

May

August

November

As Needed

Compensation of the Company’s Executives 

1.  CEO Compensation:

a.  Review and approve annually the corporate goals and objectives relevant to the CEO’s compensation.

b.  Evaluate the CEO’s performance in light of goals and objectives established by the Compensation Committee.

c.  Establish the CEO’s compensation level based on the Compensation Committee’s evaluation of the CEO’s performance.

X

 

 

 

 

2.  Review and determine (or recommend to the Board, if required) the annual salary, bonus, stock options and other benefits of the other executive officers consistent with the Company’s compensation philosophy and individual employment agreements.

X

 

 

 

 

3.  Review and approve new hire and promotion compensation arrangements for executive officers and other employees with compensation components exceeding the guidelines approved by the Committee.

 

 

 

 

X

Policies Regarding Compensation Programs

4.  Adopt, review and revise as needed for approval by the Board of Directors and recommend the Company’s compensation philosophy statement.

 

 

 

 

X

5.  Review and approve the Company’s annual cash bonus program and long-term incentive program if any, including the employees eligible to participate in such programs, the size and frequency of the awards under such programs and the performance goals under such programs.

X

 

 

 

 

6.  Review and approve all equity-based compensation plans and all amendments thereto. 

 

 

 

 

X

7.  Administer the Company’s long-term incentive or stock option plans, including approve all option grants or other equity or equity-based awards to executive officers and approve, or establish a procedure for approval of, all option grants or other equity or equity-based awards for other employees.

X

X

X

X

X

8. Review, discuss with management and assess the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management.

X
(April)

 

 

 

 

9. Approve any engagement by management of the Compensation Consultant engaged by the Committee.

 

 

 

 

X

Annual Report, Proxy and Other Responsibilities

10.  Provide the discussion and analysis to be included in the annual Compensation Discussion & Analysis (“CD&A”) for the Company’s annual proxy statement in compliance with applicable Securities and Exchange Commission (“SEC”) rules and regulations.

X

 

 

 

 

11.  Oversee the drafting of the CD&A for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations.

X
(April)

 

 

 

 

12.  Prepare and sign the related Compensation Committee Report for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations.

X
(April)

 

 

 

 

13.  Oversee the preparation of the disclosure required by Item 402 of Regulation S-K, including tabular presentations and the relative narrative discussions, for the Company’s annual proxy statement in compliance with applicable SEC rules and regulations.

X
(April)

 

 

 

 

14.  Oversee preparation of the Company’s annual proxy statement disclosure regarding:

a.  Compensation Practices and Risk Management under Item 402 of Regulation S-K.

b.  Independence of Compensation Consultant under Item 407 of Regulation S-K.

X
(April)

 

 

 

 

15.  Review and reassess annually the Compensation Committee Charter and recommend any proposed changes to the Board for approval.

 

X

 

 

 

16.  Review annually the Compensation Committee’s own performance.

 

 

 

X

 

17.  Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Compensation Committee or the Board deems necessary or appropriate.

 

 

 

 

X