8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 20, 2013

PCM, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-25790	95-4518700
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1940 E. Mariposa Ave.

El Segundo, California  90245

 (Address of Principal Executive Offices) (Zip Code)

(310) 354-5600

(Registrant’s telephone number,

including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2013, in connection with its periodic review of director and executive compensation, the board of directors (the “Board”) of PCM, Inc. (“we,” “us” or the “Company”) approved, based on the recommendation of the Compensation Committee (the “Committee”), certain changes in the compensation of the Board and our executive officers. The compensation changes were approved by the Board and the Committee after considering the report and advice of Towers Watson, the Committee’s independent compensation consultant, and after consideration of our compensation philosophies, principles and processes as described in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on April 30, 2013. These philosophies, principles and processes provide for periodic review by the Committee of the performance of our executive officers, the components of their compensation and the effectiveness of our compensation programs in rewarding the contributions of our executive officers towards enhancing our specific business goals while retaining and motivating high quality individuals.

Director Compensation

Effective June 1, 2013, members of the Board who are not employees of PCM or our affiliates will receive an annual Board retainer of $50,000, plus an annual retainer of $5,000 for service on each committee of the Board on which he or she serves.  The chairman of each of our audit and compensation committees will also receive an additional annual retainer of $15,000 and $7,500, respectively.  On May 20, 2013, each of the non-employee members of the Board received a grant under our 2012 Equity Incentive Plan of 6,000 restricted stock units, vesting annually over a two year period.

Executive Officer Base Salaries

On May 20, 2013, the Committee approved increases in the base salary rates for each of Messrs. LaVerne, Newton and Abuyounes, effective as of May 20, 2013.  The annual base salary rates of our executive officers effective as of May 20, 2013 are as follows:

Executive Officer	2013 Base Salary
Frank F. Khulusi
Chairman and Chief Executive Officer	$	833,000
Brandon H. LaVerne
Chief Financial Officer, Treasurer and Assistant Secretary	$	346,330
Robert I. Newton
Executive Vice President, General Counsel and Secretary	$	342,900
Simon M. Abuyounes
President — PCM Logistics, LLC	$	333,375
Oren J. Hartman
Executive Vice President — Corporate Sales	$	317,500
Joseph B. Hayek
President — PCM Sales, Inc.	$	317,500

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2013 Executive Incentive Plan

The Committee adopted and approved the 2013 Executive Incentive Plan (the “Plan”), which is effective for the 2013 fiscal year.

Under the Plan, bonus amounts will be based upon three performance objectives, weighted differently for each executive eligible to participate in the Plan: (1) attainment of a target consolidated EBITDA (the “Consolidated Target”), (2) attainment of a target commercial segment EBITDA (the “Commercial Target”), and (3) attainment of individual qualitative targets (the “Qualitative Target”). EBITDA is defined under the Plan as earnings before interest, taxes, depreciation and amortization on either a consolidated basis or for our commercial segment (as applicable), and adjusted for non-recurring special charges, if any, to be excluded from the calculation of EBITDA in the discretion of the Committee, including but not limited to non-cash adjustments such as goodwill and intangible asset adjustments, material unforeseen litigation and restructuring and related costs.

The Plan will be funded at an individual target amount for each participant if the Company achieves 100% of the Consolidated Target and Commercial Target (as applicable) for the 2013 calendar year.  The Plan also has a minimum EBITDA for any quantitative incentive bonus to be paid under the Plan and contains incentive bonus decelerators based on performance below the respective quantitative performance target, with an annual minimum threshold set at 83% of target. Quantitative incentive bonuses will be paid at 83% of the incentive target if the Company’s performance equals the minimum target threshold for payment of the quantitative bonus amounts.  If the Company’s performance (on a consolidated or segment basis, as applicable) falls below the threshold, no quantitative incentive bonuses will be earned.

The Plan also contains accelerators under which the incentive bonus amounts can exceed the above described target incentive bonus amounts, with the maximum incentive bonus amount equal to 200% of target incentive bonus amounts, which will be paid if the Company’s performance (on a consolidated or segment basis, as applicable) equals or exceeds 125% of the respective performance target.  The Plan further generally allows for 50% of the annual incentive bonus targets to be paid in non-recoverable quarterly increments based on quarterly performance targets that make up components of the respective annual performance targets.

Messrs. LaVerne, Newton and Abuyounes each have certain individual qualitative targets that are tailored for his respective responsibilities to the Company based on recommendations made by our Chief Executive Officer and approved by the Committee and are paid quarterly or annually in the discretion of the Committee. These qualitative targets make up 33% of total bonus opportunity for each of Messrs. LaVerne and Abuyounes and 100% of the bonus opportunity for Mr. Newton.

The total bonus opportunity for the participating executive officers equals 40% of base salary for each of Messrs. LaVerne, Newton and Abuyounes and 37.8% of base salary for each of Messrs. Hartman and Hayek. The amount of the available bonus for Mr. Khulusi was unchanged by the Compensation Committee and remains at 50% of his base salary, which remained unchanged from the prior year. The Committee determined at the May 20, 2013 meeting to continue to evaluate the appropriate amount of bonus opportunity for Mr. Khulusi and may determine to further change such amount at a future date.

All amounts funded under the Plan may be increased or reduced for each executive officer at the sole discretion of the Committee based upon qualitative or quantitative factors which the Committee may deem appropriate from time to time. In addition to participation in the Plan, all of our

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executive officers are eligible for additional discretionary bonuses as determined from time to time by the Committee. No bonus is earned until it is paid under any of these plans. Therefore, in the event the employment of an executive eligible under these plans is terminated (either by the company or by the eligible executive, whether voluntarily or involuntarily) before a bonus is paid, the executive will not be deemed to have earned that bonus and will not be entitled to any portion of that bonus.

Long Term Incentive Compensation

On May 20, 2013, in addition to the compensation changes described above, the Committee approved annual grants of stock options and restricted stock units under our 2012 Equity Incentive Plan to certain of our executive officers. The awards have a 5 year vesting period, with annual vesting for the restricted stock units and quarterly vesting for options. The forms of award agreement for the restricted stock units are filed as exhibits to this Report.

Name	RSUs	Options
Frank F. Khulusi	36,000	54,000
Brandon H. LaVerne	9,000	14,000
Robert I. Newton	8,000	13,000
Joseph B. Hayek	7,000	12,000
Simon M. Abuyounes	7,000	12,000

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

10.1Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (full acceleration upon change of control)

10.2Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (partial acceleration upon change of control)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PCM, INC.
	(Registrant)
Date: May 24, 2013	By:	/s/Brandon H. LaVerne
		Brandon H. LaVerne
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
10.1	Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (full acceleration upon change of control)
10.2	Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (partial acceleration upon change of control)

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EX-10.1

EXHIBIT 10.1

PCM, INC.

2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(SINGLE TRIGGER FORM)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of                   ,       , 20    , by and between PCM, INC., a Delaware corporation (the “Company”), and                                    (the “Grantee”).

1.             Certain Definitions.  Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2012 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.

2.             Grant of RSUs.  Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to the Grantee as of                   ,       , 20     (the “Date of Grant”),                      Restricted Stock Units (“RSUs”).  Each RSU shall represent the right of the Grantee to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement.

3.             Restrictions on Transfer of RSUs.  Subject to Section 11 of the Plan, neither the RSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

4.             Vesting of RSUs.

(a)Subject to Sections 4(b) and 4(c) below, the RSUs covered by this Agreement shall vest and become payable to the Grantee pursuant to Section 5 hereof as follows:

Vesting Date: RSUs Vested:

(b)In the event that the Grantee’s continuous service with the Company or any Subsidiary terminates for any reason, any then-unvested RSUs will be forfeited and automatically cancelled without further action of the Company (which forfeiture shall occur on the date upon which such continuous service ceases).  For purposes of this Agreement, “continuous service” shall be determined in accordance with Section 18 of the Plan, provided that continuous service shall be deemed to have terminated in the event of a leave of absence that extends beyond the periods permitted by Treasury Regulation section 1.409A-1(h) for purposes of determining when a service provider incurs a separation from service.

(c)Notwithstanding Section 4(a) above, in the event that a Change in Control occurs at a time at which such RSUs remain outstanding and unvested, any then-unvested portion of the RSU shall become fully vested and payable to the Grantee immediately prior to the consummation of a Change in Control

5.             Form and Time of Payment of RSUs.  Payment for the RSUs, after and to the extent they vest, shall be made in the form of shares of Common Stock.  Except as provided in the next sentence, payment shall be made within 10 days following the date that the RSUs vest pursuant to Section 4 hereof. If any RSUs vest by reason of the occurrence of a Change in Control as described in Section 4(c), payment shall be made upon the occurrence of the Change in Control.  The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Stock corresponding to such RSUs.

6.             Dividend, Voting, and Other Rights.

(a)The Grantee shall have no rights of ownership in the Common Stock underlying the RSUs, no right to dividends or dividend equivalents and no right to vote the Common Stock underlying the RSUs until the date on which the shares of Common Stock underlying the RSUs are issued or transferred to the Grantee pursuant to Section 5 above.

(b)The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7.             Adjustments.  The number of shares of Common Stock issuable for each RSU is subject to adjustment as provided in Section 12 of the Plan.

8.             Withholding Taxes.  To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the delivery to the Grantee of Common Stock or any other payment to the Grantee or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any such delivery or payment that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.  The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Stock to be delivered to the Grantee hereunder or by delivering to the Company other shares of Common Stock held by the Grantee.  If no such election is made by the Grantee, the Company shall satisfy the withholding tax amount by withholding from the shares of Common Stock to be delivered to the Grantee upon vesting hereunder.  In no event will the aggregate market value of the shares to be withheld and/or delivered pursuant to this Section 8 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld.

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9.             Compliance With Law.  The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

10.          Compliance With Section 409A of the Code.  To the extent applicable, it is intended that this Agreement and the RSUs granted hereunder shall be exempt from Section 409A of the Code (including the guidance promulgated thereunder) and this Agreement shall be administered in a manner consistent with this intent.

11.          No Service Rights.  The grant of the RSUs under this Agreement to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.  The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law.  Nothing contained in this Agreement shall confer upon the Grantee any right to be employed or remain employed by the Company or any of its Subsidiaries (or to continue as a service provider to the Company or any Subsidiary, as applicable), nor limit or affect in any manner the right of the Company or any of its Subsidiaries to terminate the employment (or terminate the Grantee’s status as a service provider, as applicable) or adjust the compensation of the Grantee.

12.          Relation to Other Benefits.  Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries.

13.          Amendments.  Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s written consent.

14.          Severability.  In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15.          Relation to Plan.  This Agreement is subject to the terms and conditions of the Plan.  In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.  The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.

16.          Successors and Assigns.  Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

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17.          Acknowledgement.  The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.

18.          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

[signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has executed this Agreement, effective as of the day and year first above written.

PCM, INC.

By:

Name:

Title:

The undersigned hereby acknowledges receipt of an executed version of this Agreement and accepts the award of RSUs granted hereunder on the terms and conditions set forth herein and in the Plan.

GRANTEE

By:

Name:

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EX-10.2

EXHIBIT 10.2

PCM, INC.

2012 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(DOUBLE TRIGGER FORM)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of                   ,       , 20    , by and between PCM, INC., a Delaware corporation (the “Company”), and                                    (the “Grantee”).

1.             Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2012 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference. In addition, for purposes of this Agreement:

(a)           “Cause” means, except as defined otherwise in any agreement between the Grantee and the Company or any Subsidiary (any which definition shall govern for purposes of this Agreement), (i) the Grantee engages in a material act of misconduct, including but not limited to misappropriation of trade secrets, fraud, or embezzlement; (ii) the Grantee commits a crime involving dishonesty, breach of trust, or physical harm to any person; (iii) the Grantee breaches a material term of any agreement between the Grantee and the Company or any Subsidiary; (iv) the Grantee refuses to implement or follow a lawful policy or directive of the Company; (v) the Grantee engages in misfeasance or malfeasance demonstrated by the Grantee’s failure to perform the Grantee’s job duties diligently and/or professionally; or (vi) the Grantee violates a Company policy or procedure which is materially injurious to the Company, including violation of the Company’s policy concerning sexual harassment, discrimination or retaliation.

(b)           “Good Reason” means the Grantee’s voluntary termination of the Grantee’s continuous service with the Company or any Subsidiary, as applicable, as a result of (i) an aggregate reduction of 10% or more in the Grantee’s then-current base salary and target annual bonus or (ii) a relocation of the Grantee’s then-current principal place of employment by more than thirty-five (35) miles, in each case without the Grantee’s prior written consent; provided, however, that “Good Reason” shall not exist unless (x) the Grantee provides written notice to the Company of the condition that could constitute a “Good Reason” event within sixty (60) days of the initial existence of such condition, (y) the Company fails to remedy such condition within thirty (30) days of receiving such written notice and (z) the Grantee terminates his or her continuous service with the Company or any Subsidiary, as applicable, within one hundred and twenty (120) days of the initial existence of the applicable Good Reason condition.

2.             Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to the Grantee as of                   ,       , 20     (the “Date of Grant”),                      Restricted Stock Units (“RSUs”). Each RSU shall represent the right of the Grantee to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement.

3.             Restrictions on Transfer of RSUs. Subject to Section 11 of the Plan, neither the RSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Grantee pursuant to Section 5 hereof other than by will or pursuant to the laws of descent and distribution.

4.             Vesting of RSUs.

(a)Subject to Sections 4(b) and 4(c) below, the RSUs covered by this Agreement shall vest and become payable to the Grantee pursuant to Section 5 hereof as follows:

Vesting Date: RSUs Vested:

(b)In the event that the Grantee’s continuous service with the Company or any Subsidiary terminates for any reason, any then-unvested RSUs will be forfeited and automatically cancelled without further action of the Company (which forfeiture shall occur on the date upon which such continuous service ceases). For purposes of this Agreement, “continuous service” shall be determined in accordance with Section 18 of the Plan, provided that continuous service shall be deemed to have terminated in the event of a leave of absence that extends beyond the periods permitted by Treasury Regulation section 1.409A-1(h) for purposes of determining when a service provider incurs a separation from service.

(c)Notwithstanding Section 4(a) above, in the event that (i) a Change in Control occurs before all of the RSUs granted hereunder have vested, (ii) such unvested RSUs remain outstanding following such Change in Control and (iii) on or within twelve (12) months following the date of such Change in Control, the Grantee’s continuous service with the Company or any Subsidiary is involuntarily terminated by the Company or a Subsidiary, as applicable, without Cause or is voluntarily terminated by the Grantee for Good Reason, then any RSUs granted hereunder that remain unvested and outstanding as of the date of such termination shall immediately vest and become payable with respect to the number of such RSUs that would have otherwise vested and become payable if the Grantee’s continuous service with the Company or any Subsidiary, as applicable, had continued for a period of twelve (12) months immediately following the Grantee’s termination of continuous service.

5.             Form and Time of Payment of RSUs. Payment for the RSUs, after and to the extent they vest, shall be made in the form of shares of Common Stock. Payment shall be made within 10 days following the date that the RSUs vest pursuant to Section 4 hereof. The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Stock corresponding to such RSUs.

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6.             Dividend, Voting, and Other Rights.

(a)The Grantee shall have no rights of ownership in the Common Stock underlying the RSUs, no right to dividends or dividend equivalents and no right to vote the Common Stock underlying the RSUs until the date on which the shares of Common Stock underlying the RSUs are issued or transferred to the Grantee pursuant to Section 5 above.

(b)The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7.             Change in Control. In the event of a Change in Control, the acquiring or successor entity shall assume all RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control or substitute for such RSUs alternative consideration (including cash) as the Board may determine in good faith to be equitable under the circumstances, in each case provided that such assumption or substitution complies with Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). In lieu of assuming or substituting for any RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control, a successor or acquiring entity may terminate such RSUs, provided that (x) such entity provides consideration as the Board may determine in good faith to be equitable under the circumstances for any RSUs that otherwise would have vested if the Grantee’s continuous service with the Company or any Subsidiary, as applicable, had continued for a period of twelve (12) months immediately following the consummation of the Change in Control (and provided further that any additional RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control may be terminated for no consideration) and (y) any such termination and payment complies with Section 409A, which may include payments made in accordance with Treasury Regulation section 1.409A-3(j)(4)(ix)(B).

8.             Adjustments. The number of shares of Common Stock issuable for each RSU is subject to adjustment as provided in Section 12 of the Plan.

9.             Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the delivery to the Grantee of Common Stock or any other payment to the Grantee or any other payment or vesting event under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any such delivery or payment that the Grantee make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. The Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Common Stock to be delivered to the Grantee hereunder or by delivering to the Company other shares of Common Stock held by the Grantee. If no such election is made by the Grantee, the Company shall satisfy the withholding tax amount by withholding from the shares of Common Stock to be delivered to the Grantee upon vesting hereunder. In no event will the aggregate market value of the shares to be withheld and/or delivered pursuant to this Section 9 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld.

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10.          Compliance With Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

11.          Compliance With Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the RSUs granted hereunder shall comply with Section 409A of the Code (including the guidance promulgated thereunder) and this Agreement shall be administered in a manner consistent with this intent.

12.          No Employment Rights. The grant of the RSUs under this Agreement to the Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained in this Agreement shall confer upon the Grantee any right to be employed or remain employed by the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Company or any of its Subsidiaries to terminate the employment or adjust the compensation of the Grantee.

13.          Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries.

14.          Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s written consent.

15.          Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

16.          Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.

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17.          Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

18.          Acknowledgement. The Grantee acknowledges that the Grantee (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.

19.          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

[signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has executed this Agreement, effective as of the day and year first above written.

PCM, INC.

By:

Name:

Title:

The undersigned hereby acknowledges receipt of an executed version of this Agreement and accepts the award of RSUs granted hereunder on the terms and conditions set forth herein and in the Plan.

GRANTEE

By:

Name:

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