Exhibit 10.3 

PC Connection, Inc. 

Nonstatutory Stock Option Agreement 

Granted Under 2007 Stock Incentive Plan 

 

This agreement evidences thegrant by PC Connection, Inc., a Delaware corporation (the “Company”), on             , 200[  ]****(the “Grant Date”) to****[                    ], an [employee], [consultant], [director] of the Company (the “Participant”), of an option to purchase, inwhole or in part, on the terms provided herein and in the Company’s 2007 Stock Incentive Plan (the “Plan”), a total of[                    ] shares (the “Shares”) of common stock, $0.01****par value per share, of the Company (“CommonStock”) at $[            ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on[                    ]****(the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Codeof 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires theright to exercise this option validly under its terms. 

 

This option will becomeexercisable (“vest”) as to [        ]% of the original number of Shares on the [        ] anniversary of the Grant Date and as to an additional[        ] % of the original number of Shares at the end of each successive****[        ]****period following the first anniversary of the Grant Date until the[        ] anniversary of the Grant Date. 

The right of exercise shall be cumulative so that to theextent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or thetermination of this option under Section 3 hereof or the Plan. 

 

(a) Form of Exercise.Each election to exercise this option shall be by written notice in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full inthe manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless theParticipant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors,consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 

(c) Termination of Relationship with the Company. If the Participant ceases to be an EligibleParticipant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate****three months after such cessation (but in no event after the Final Exercise Date), providedthat this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violatesthe non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately uponwritten notice to the Participant from the Company describing such violation. 

(d) Exercise Period Upon Death or Disability. If theParticipant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” asspecified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), providedthat this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the FinalExercise Date. 

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or otherrelationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If theParticipant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to suchterm in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by theParticipant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. TheParticipant shall be considered to have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

 
4.Withholding. 
No Shares will be issued pursuant tothe exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

 

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5.Nontransferability of Option. 
This option may notbe sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall beexercisable only by the Participant. 

 
6.Provisions of the Plan. 
This option is subject tothe provisions of the Plan, a copy of which is furnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has causedthis option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 

 
  PC Connection, Inc.Dated:                       By:     Name:     Title:  
 

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PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copyof the Company’s 2007 Stock Incentive Plan. 

 
PARTICIPANT: Address:    
 

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EXHIBIT A 

NOTICE OF STOCK OPTION EXERCISE 

Date:                    

Participant name andaddress: 

_______________________ 

_______________________

_______________________ 

Attention: Treasurer 

Dear Sir or Madam: 

I am the holder of a Nonstatutory StockOption granted to me under the PC Connection, Inc. (the “Company”) 2007 Stock Incentive Plan on __________ for the purchase of __________ shares of Common Stock of the Company at a purchase price of $__________ per share. 

I hereby exercise my option to purchase _________ shares of Common Stock (the “Shares”), for which I have enclosed __________ in the amount of$________. Please register my stock certificate as follows: 

 
    *(check applicable box)*
Name(s):
     
 ̈        TEN COM
     
 ̈        TEN ENT

Address:
     
 ̈        JT TEN

Tax I.D. #:
     
 ̈        UNIF GIFT MIN ACT

I represent, warrant and covenant as follows: 

1. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violationof the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 

2. I have had such opportunity as Ihave deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company. 

 

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3. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involvedin the purchase of the Shares and to make an informed investment decision with respect to such purchase. 

4. I can afford a complete loss of the value ofthe Shares and am able to bear the economic risk of holding such Shares for an indefinite period. 

5. I understand that (i) the Shares have not beenregistered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered underthe Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market thenexists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities andExchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. 

 
Very truly yours,  (Signature)
 

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