Exhibit 10.3


PC MALL, INC.


1994 STOCK INCENTIVE PLAN


NOTICE OF DIRECTOR RESTRICTED STOCK BONUS AWARD




	
  Grantee’s Name and
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  






You (the “Grantee”) have been granted shares of Stock
of the Company (the “Award”), subject to the terms and conditions of this
Notice of Restricted Stock Bonus Award (the “Notice”), the PC Mall, Inc. 1994
Stock Incentive Plan, as amended from time to time (the “Plan”), and the
Director Restricted Stock Bonus Award Agreement (the “Agreement”) attached
hereto, as follows.  Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Notice.




	
  Award Number

  	
   

  
	
  Date of Award

  	
   

  
	
  Vesting Commencement
  Date

  	
   

  
	
  Total Number of Shares

  	
   

  
	
  of Stock Awarded

  	
   

  
	
  (the “Shares”)

  	
   

  






 


Vesting Schedule:


Subject to the Grantee’s
Continuous Service and other limitations set forth in this Notice, the Plan and
the Agreement, the Shares will “vest” in accordance with the following schedule
(the “Vesting Schedule”):


Twenty-five percent (25%) of the Shares shall vest on
each three (3) month anniversary of the Vesting Commencement Date, until
one-hundred percent (100%) of the Shares are vested on the twelve (12) month
anniversary of the Vesting Commencement Date.


Notwithstanding the foregoing, in the event of a Change
in Control, one hundred percent (100%) of the Shares shall automatically become
fully vested immediately prior to the specified effective date of such Change
in Control.


During any authorized leave of absence, the vesting of
the Shares as provided in this schedule shall be suspended after the leave of
absence exceeds a period of three (3) months. 
Vesting of the Shares shall resume upon the Grantee’s termination of the
leave of absence and return to service to the Company or an Affiliate.  The Vesting Schedule of the Shares shall be
extended by the length of the suspension.


 


 

















 


In the event of the
Grantee’s change in status from Employee, Director or Consultant to any other
status of Employee, Director or Consultant, the Shares shall continue to vest
in accordance with the Vesting Schedule set forth above.


For purposes of this
Notice and the Agreement, the term “Continuous Service” shall mean that the
provision of services to the Company or an Affiliate in any capacity of
Employee, Director or Consultant is not interrupted or terminated.  In jurisdictions requiring notice in advance
of an effective termination as an Employee, Director or Consultant, Continuous
Service shall be deemed terminated upon the actual cessation of providing
services to the Company or an Affiliate notwithstanding any required notice
period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under applicable laws.  A Grantee’s Continuous Service shall be
deemed to have terminated either upon an actual termination of Continuous
Service or upon the entity for which the Grantee provides services ceasing to
be an Affiliate.  Continuous Service
shall not be considered interrupted in the case of (i) any authorized
leave of absence, (ii) transfers among the Company, any Affiliate, or any
successor, in any capacity of Employee, Director or Consultant, or
(iii) any change in status as long as the individual remains in the
service of the Company or an Affiliate in any capacity of Employee, Director or
Consultant (except as otherwise provided in the Award Agreement).  Notwithstanding the foregoing, except as
otherwise determined by the Administrator, in the event of any spin-off of an
Affiliate, service as an Employee, Director or Consultant for such Affiliate
following such spin-off shall be deemed to be Continuous Service for purposes
of the Plan and any Award under the Plan. 
For purposes of this Notice and the Agreement, an “authorized leave of
absence” shall include sick leave, military leave and any other bona fide leave
of absence (such as temporary employment by the government and authorized
personal leave).


For purposes of this Notice and the Agreement, (i) the
term “Consultant” means any person (other than an Employee or a Director,
solely with respect to rendering services in such person’s capacity as a
Director) who is engaged by the Company or any Affiliate to render consulting
or advisory services to the Company or such Affiliate, (ii) the term “Director”
means any member of the board of directors of the Company or the board of
directors of any Affiliate, and (iii) the term “Employee” means any person,
including an Officer or Director, who is in the employ of the Company or any
Affiliate, subject to the control and direction of the Company or any Affiliate
as to both the work to be performed and the manner and method of
performance.  The payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment”
by the Company.


For purposes of this Notice and the Agreement, the
term “vest” shall mean, with respect to any Shares, that such Shares are no
longer subject to forfeiture to the Company. 
Shares that have not vested are deemed “Restricted Shares.”  If the Grantee would become vested in a
fraction of a Restricted Share, such Restricted Share shall not vest until the
Grantee becomes vested in the entire Share.


Vesting shall cease upon the date the Grantee
terminates Continuous Service for any reason, excluding death or Disability (as
defined below).  In the event the Grantee
terminates Continuous Service for any reason, excluding death or Disability,
any Restricted Shares held by the Grantee immediately following such
termination of Continuous Service shall be forfeited and deemed reconveyed to
the Company and the Company shall thereafter be the legal and beneficial owner
of such Restricted Shares and shall have all rights and interest in or related
thereto without further action by the Grantee. 
In the event of death or Disability, vesting will accelerate such


 


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that the Grantee will become vested, on the date of
such death or Disability, in the number of Restricted Shares that would have
vested on the next vesting date as if the Grantee’s Continuous Service had not
terminated.  All remaining Restricted
Shares shall be forfeited and deemed reconveyed to the Company and the Company
shall thereafter be the legal and beneficial owner of such Restricted Shares
and shall have all rights and interest in or related thereto without further
action by the Grantee.  For purposes
hereof, an individual is disabled (a “Disability”) if he or she is unable to
engage in any substantial gainful activity for the Company and/or its
Affiliates by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12)
months.  An individual shall not be considered
to be disabled unless he or she furnishes proof of the existence thereof, in
such form and manner, and at such times, as the Administrator may require.


IN WITNESS WHEREOF, the Company and the Grantee have
executed this Notice and agree that the Award is to be governed by the terms
and conditions of this Notice, the Plan and the Agreement.


	
   

  	
  PC Mall, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



THE GRANTEE ACKNOWLEDGES
AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE
GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE AS SPECIFICALLY PROVIDED HEREIN
(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING
SHARES HEREUNDER).  THE GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR THE
PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE
GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS
SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THE
GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY,
THE GRANTEE’S STATUS IS AT WILL.


 


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Grantee Acknowledges and Agrees:


The Grantee acknowledges receipt of a copy of the Plan
and the Agreement and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Award subject to all of the terms
and provisions hereof and thereof.  The
Grantee has reviewed this Notice, the Agreement and the Plan in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this
Notice and fully understands all provisions of this Notice, the Agreement and
the Plan.


The Grantee further acknowledges that, from time to
time, the Company may be in a “blackout period” and/or subject to applicable
federal securities laws that could subject the Grantee to liability for
engaging in any transaction involving the sale of the Company’s Shares.  The Grantee further acknowledges and agrees
that, prior to the sale of any Shares acquired under this Award, it is the
Grantee’s responsibility to determine whether or not such sale of Shares will
subject the Grantee to liability under insider trading rules or other
applicable federal securities laws.


The Grantee understands that the Award is subject to
the Grantee’s consent to access this Notice, the Agreement, the Plan and the
Plan prospectus (collectively, the “Plan Documents”) in electronic form on the
Company’s intranet or otherwise.  By
signing below (or by providing an electronic signature) and accepting the grant
of the Award, the Grantee: (i) consents to access electronic copies
(instead of receiving paper copies) of the Plan Documents via the Company’s
intranet; (ii) represents that the Grantee has access to the Company’s
intranet or otherwise; (iii) acknowledges receipt of electronic copies, or
that the Grantee is already in possession of paper copies, of the Plan
Documents; and (iv) acknowledges that the Grantee is familiar with and
accepts the Award subject to the terms and provisions of the Plan Documents.


The Grantee hereby agrees that all questions of
interpretation and administration relating to this Notice, the Plan and the Agreement
shall be resolved by the Administrator in accordance with Section 11 of
the Agreement.  The Grantee further
agrees to the venue and jurisdiction selection in accordance with
Section 12 of the Agreement.  The
Grantee further agrees to notify the Company upon any change in his or her
residence address indicated in this Notice.


	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee’s
  Printed Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  City, State
  & Zip

  
				



 


 


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  Award
  Number:

  	
   

  



 


PC MALL, INC.


1994 STOCK INCENTIVE PLAN


DIRECTOR RESTRICTED STOCK BONUS AWARD AGREEMENT


1.                                       Issuance of Shares. 
PC Mall, Inc., a Delaware corporation (the “Company”), hereby issues to
the Grantee (the “Grantee”) named in the Notice of Restricted Stock Bonus Award
(the “Notice”), the Total Number of Shares of Stock Awarded set forth in the
Notice (the “Shares”), subject to the Notice, this Restricted Stock Bonus Award
Agreement (the “Agreement”) and the terms and provisions of the Company’s 1994
Stock Incentive Plan as amended from time to time (the “Plan”), which are
incorporated herein by reference.  Unless
otherwise provided herein or in the Notice, the terms in this Agreement shall
have the same meaning as those defined in the Plan.  All Shares issued hereunder will be deemed
issued to the Grantee as fully paid and nonassessable shares, and the Grantee
will have the right to vote the Shares at meetings of the Company’s
stockholders.  The Company shall pay any
applicable stock transfer taxes imposed upon the issuance of the Shares to the
Grantee hereunder.


2.                                       Transfer Restrictions. 
The Shares issued to the Grantee hereunder may not be sold, transferred
by gift, pledged, hypothecated, or otherwise transferred or disposed of by the
Grantee prior to the date when the Shares become vested pursuant to the Vesting
Schedule set forth in the Notice.  Any
attempt to transfer Restricted Shares in violation of this Section 2 will
be null and void and will be disregarded.


3.                                       Escrow of Stock. 
For purposes of facilitating the enforcement of the provisions of this
Agreement, the Grantee agrees, immediately upon receipt of the certificate(s)
for the Restricted Shares, to deliver such certificate(s), together with an
Assignment Separate from Certificate in the form attached hereto as Exhibit A,
executed in blank by the Grantee with respect to each such stock certificate,
to the Secretary or Assistant Secretary of the Company, or their designee, to
hold in escrow for so long as such Restricted Shares have not vested pursuant to
the Vesting Schedule set forth in the Notice, with the authority to take all
such actions and to effectuate all such transfers and/or releases as may be
necessary or appropriate to accomplish the objectives of this Agreement in
accordance with the terms hereof.  The
Grantee hereby acknowledges that the appointment of the Secretary or Assistant
Secretary of the Company (or their designee) as the escrow holder hereunder
with the stated authorities is a material inducement to the Company to make
this Agreement and that such appointment is coupled with an interest and is
accordingly irrevocable.  The Grantee
agrees that the Restricted Shares may be held electronically in a book entry
system maintained by the Company’s transfer agent or other third party and that
all the terms and conditions of this Section 3 applicable to certificated
Restricted Shares will apply with the same force and effect to such electronic
method for holding the Restricted Shares. 
The Grantee agrees that such escrow holder shall not be liable to any
party hereto (or to any other party) for any actions or omissions unless such
escrow holder is grossly negligent relative thereto.  The escrow holder may rely upon any letter,
notice or other document executed by any signature purported to be genuine and
may resign at any time.  Upon


 


 


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the
vesting of Restricted Shares, the escrow holder will, without further order or
instruction, transmit to the Grantee the certificate, if any, evidencing such
Shares; provided, however,
that no transmittal of certificates evidencing the Shares will occur unless and
until the Grantee has satisfied all Tax Withholding Obligations (as defined in
Section 5(c) below).


4.                                       Additional Securities and Distributions.


(a)                                  Any securities or cash received (other
than a regular cash dividend) as the result of ownership of the Restricted
Shares (the “Additional Securities”), including, but not by way of limitation,
warrants, options and securities received as a stock dividend or stock split,
or as a result of a recapitalization or reorganization or other similar change
in the Company’s capital structure, shall be retained in escrow in the same
manner and subject to the same conditions and restrictions as the Restricted
Shares with respect to which they were issued, including, without limitation,
the Vesting Schedule set forth in the Notice. 
The Grantee shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the funds
necessary to do so, in which event the securities so purchased shall constitute
Additional Securities, but the Grantee may not direct the Company to sell any
such warrant or option.  If Additional
Securities consist of a convertible security, the Grantee may exercise any
conversion right, and any securities so acquired shall constitute Additional
Securities.  In the event of any change
in certificates evidencing the Shares or the Additional Securities by reason of
any recapitalization, reorganization or other transaction that results in the
creation of Additional Securities, the escrow holder is authorized to deliver
to the issuer the certificates, if any, evidencing the Shares or the Additional
Securities in exchange for the certificates, if any, of the replacement
securities.


(b)                                 The Company shall disburse to the Grantee
all regular cash dividends with respect to the Shares and Additional Securities
(whether vested or not), less any applicable withholding obligations.


5.                                       Taxes.


(a)                                  No Section 83(b) Election. 
The Grantee agrees that the election to make or refrain from making an
election pursuant to Section 83(b) of the Code with respect to the Shares
is the Grantee’s sole responsibility and the Company shall have no liability or
responsibility to cause or facilitate any such election or lack thereof.


(b)                                 Tax Liability. The Grantee is ultimately liable and
responsible for all taxes owed by the Grantee in connection with the Award,
regardless of any action the Company or any Affiliate takes with respect to any tax
withholding obligations that arise in connection with the Award.  Neither the Company nor any Affiliate makes any representation or undertaking
regarding the treatment of any tax withholding in connection with the grant or
vesting of the Award or the subsequent sale of Shares subject to the
Award.  The Company does not commit and
is under no obligation to structure the Award to reduce or eliminate the
Grantee’s tax liability.


(c)                                  Payment of
Withholding Taxes.
Prior to any event in connection with the Award (e.g., vesting) that the
Company determines may result in any tax withholding obligation,


 


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whether
United States federal, state, local or non-U.S., including any employment tax
obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the
satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company.


(i)                                     By
Share Withholding.  The Grantee authorizes the Company to,
upon the exercise of its sole discretion, withhold from those Shares issuable
to the Grantee the whole number of Shares sufficient to satisfy the minimum
applicable Tax Withholding Obligation. 
The Grantee acknowledges that the withheld Shares may not be sufficient
to satisfy the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to the
Company or any Affiliate as soon as practicable, including through additional
payroll withholding, any amount of the Tax Withholding Obligation that is not
satisfied by the withholding of Shares described above.


(ii)                                  By Sale of Shares. 
Unless the Grantee determines to satisfy the Tax Withholding Obligation
by some other means in accordance with clause (iii) below, the Grantee’s
acceptance of this Award constitutes the Grantee’s instruction and
authorization to the Company and any brokerage firm determined acceptable to
the Company for such purpose to, upon the exercise of the Company’s sole
discretion, sell on the Grantee’s behalf a whole number of Shares from those
Shares issuable to the Grantee as the Company determines to be appropriate to
generate cash proceeds sufficient to satisfy the minimum applicable Tax
Withholding Obligation.  Such Shares will
be sold on the day such Tax Withholding Obligation arises (e.g., a vesting
date) or as soon thereafter as practicable. 
The Grantee will be responsible for all broker’s fees and other costs of
sale, and the Grantee agrees to indemnify and hold the Company harmless from
any losses, costs, damages, or expenses relating to any such sale.  To the extent the proceeds of such sale
exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to
pay such excess in cash to the Grantee. 
The Grantee acknowledges that the Company or its designee is under no
obligation to arrange for such sale at any particular price, and that the
proceeds of any such sale may not be sufficient to satisfy the Grantee’s
minimum Tax Withholding Obligation. 
Accordingly, the Grantee agrees to pay to the Company or any Affiliate as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.


(iii)                               By Check, Wire Transfer or Other
Means. At any
time not less than five (5) business days (or such fewer number of business
days as determined by the Administrator) before any Tax Withholding Obligation
arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s
Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient to satisfy the Tax Withholding Obligation by
(x) wire transfer to such account as the Company may direct,
(y) delivery of a certified check payable to the Company, or (z) such
other means as specified from time to time by the Administrator.


Notwithstanding
the foregoing, the Company or an Affiliate also may satisfy any Tax Withholding
Obligation by offsetting any amounts (including, but not limited to, salary,
bonus and severance payments) due to the Grantee by the Company and/or an
Affiliate.


6.                                       Stop-Transfer Notices. 
In order to ensure compliance with the restrictions on transfer set
forth in this Agreement, the Notice or the Plan, the Company may issue
appropriate


 


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“stop
transfer” instructions to its transfer agent, if any, and, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.  The Company
may issue a “stop transfer” instruction if the Grantee fails to satisfy any Tax
Withholding Obligations.


7.                                       Refusal to Transfer. 
The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such Shares or
to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.


8.                                       Restrictive Legends. 
The Grantee understands and agrees that the Company shall cause the
legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or by state or federal
securities laws:


THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK
BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER.  THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS
ON FILE WITH THE SECRETARY OF THE COMPANY.


9.                                       Entire Agreement: Governing Law. 
The Notice, the Plan and this Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to
the Grantee’s interest except by means of a writing signed by the Company and
the Grantee.  These agreements are to be
construed in accordance with and governed by the internal laws of the State of
California without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of California to the rights and duties of the parties.  Should any provision of the Notice or this
Agreement be determined to be illegal or unenforceable, the other provisions
shall nevertheless remain effective and shall remain enforceable.


10.                                 Construction. 
The captions used in the Notice and this Agreement are inserted for
convenience and shall not be deemed a part of the Award for construction or
interpretation.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular.  Use of the
term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


11.                                 Administration and Interpretation. 
Any question or dispute regarding the administration or interpretation
of the Notice, the Plan or this Agreement shall be submitted by the Grantee or
by the Company to the Board or the Committee responsible for administering the


 


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Plan (the
“Administrator”).  The resolution of such
question or dispute by the Administrator shall be final and binding on all
persons.


12.                                 Venue.  The parties
agree that any suit, action, or proceeding arising out of or relating to the
Notice, the Plan or this Agreement shall be brought in the United States
District Court for the Central District of California (or should such court
lack jurisdiction to hear such action, suit or proceeding, in a California
state court in the County of Los Angeles) and that the parties shall submit to
the jurisdiction of such court.  The
parties irrevocably waive, to the fullest extent permitted by law, any
objection the party may have to the laying of venue for any such suit, action
or proceeding brought in such court.  If
any one or more provisions of this Section 12 shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.


13.                                 Notices.  Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the
United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its
address as shown in these instruments, or to such other address as such party
may designate in writing from time to time to the other party.


14.                                 Data Privacy. 
The Grantee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Grantee’s
personal data as described in this Agreement by and among, as applicable, the
Grantee’s employer, the Company, and any Affiliate for the exclusive purpose of
implementing, administering and managing the Grantee’s participation in the
Plan.  The Grantee understands that the
Company or any Affiliate may hold certain personal information about the
Grantee, including, but not limited to, the Grantee’s name, home address and
telephone number, date of birth, social security/insurance number or other
identification number, salary, nationality, job title, any shares of Stock or
directorships held in the Company, details of all awards or any other
entitlement to shares awarded, canceled, vested, unvested or outstanding in the
Grantee’s favor, for the purpose of implementing, administering and managing
the Plan (“Data”).  The Grantee
understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in the Grantee’s country, or elsewhere, and that the
recipient’s country may have different data privacy laws and protections than
the Grantee’s country.  The Grantee
understands that the Grantee may request a list with the names and addresses of
any potential recipients of the Data by contacting the Grantee’s local human resources
representative.  The Grantee authorizes
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Grantee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker, escrow agent or other
third party with whom the Shares received upon vesting of the Units may be
deposited.  The Grantee understands that
Data will be held pursuant to this Section 12 only as long as is necessary
to implement, administer and manage the Grantee’s participation in the
Plan.  The Grantee understands that the
Grantee may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing the Grantee’s local human


 


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resources
representative.  The Grantee understands
that refusal or withdrawal of consent may affect the Grantee’s ability to
participate in the Plan.  For more
information on the consequences of the Grantee’s refusal to consent or
withdrawal of consent, the Grantee understands that the Grantee may contact the
Grantee’s local human resources representative.


END OF AGREEMENT


 


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EXHIBIT A


 


STOCK ASSIGNMENT SEPARATE FROM
CERTIFICATE


 


 


FOR VALUE RECEIVED,                              hereby
sells, assigns and transfers unto                                               ,
                
(             ) shares
of the Stock of PC Mall, Inc., a Delaware corporation (the “Company”), standing
in his name on the books of, the Company represented by Certificate No.               
                
    herewith, and does hereby irrevocably
constitute and appoint the Secretary of the Company attorney to transfer or
cause to be transferred the said stock in the books of the Company with full
power of substitution.


 


	
  DATED:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
				



 


Please
sign this document but do not date it. 
The date and information of the transferee will be completed if and when
the shares are assigned.