UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










FORM
10-K/A

Amendment
No. 1










[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2015



[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from             to



Commission
File Number: 0-25790










PCM,
INC.

(Exact
name of Registrant as specified in its charter)










|Delaware                            |  | 95-4518700                
|----------------------------------- |  | --------------------------
|(State
    or other jurisdiction of |  | (IRS
    Employer         
|incorporation
    or organization)  |  | Identification
    Number)



1940
East Mariposa Avenue, El Segundo, CA 90245

(Address
of principal executive offices, including zip code)



(310)
354-5600

(Registrant’s
telephone number, including area code)





(Former
address of principal executive offices, including zip code)








Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class                      |  | Name
    of Exchange on Which Registered
|-------------------------------------------- |  | ----------------------------------------
|Common
    Stock, $0.001 par value per share |  | The
    NASDAQ Global Market            



Securities
registered pursuant to Section 12(g) of the Act: None








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ]                  |  | Accelerated
    filer [X]         
|------------------------------------------------- |  | ----------------------------------
|Non-accelerated
    filer [  ]                    |  | Smaller
    Reporting Company [  ]
|(Do
    not check if a smaller reporting company) |  |                                   



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



As
of June 30, 2015, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $93.3
million, based upon the closing sales price of the registrant’s Common Stock on such date, as reported on the Nasdaq Global
Market. Shares of Common Stock held by each executive officer, director and each person owning more than 10% of the outstanding
Common Stock of the registrant have been excluded in that such persons may be deemed to be affiliates of the registrant. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.



As
of April 18, 2016, the registrant had 11,720,696 shares of common stock outstanding.


















EXPLANATORY
NOTE



PCM,
Inc. (“PCM,” “we” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K
for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 15, 2016 solely for the purpose
of providing certain information required by Part III of Form 10-K and to reflect exhibits filed with this Amendment No. 1. Unless
otherwise expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-K,
or modify or update in any way disclosures contained in the original Form 10-K.



1






PCM,
INC.



TABLE
OF CONTENTS



|             |                                                                                                    | Page
|------------ | -------------------------------------------------------------------------------------------------- | ----
|PART
    III |                                                                                                    |     
|Item
    10  | Directors,
    Executive Officers and Corporate Governance                                         | 3   
|Item
    11  | Executive
    Compensation                                                                         | 5   
|Item
    12  | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 22  
|Item
    13  | Certain
    Relationships and Related Transactions, and Director Independence                      | 24  
|Item
    14  | Principal
    Accounting Fees and Services                                                         | 25  
|PART
    IV  |                                                                                                    |     
|Item
    15  | Exhibits
    and Financial Statement Schedules                                                     | 26  
|Signatures   |                                                                                                    | 30  



2







PCM,
INC.



PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Information
Regarding Our Board of Directors



Our
Board of Directors currently consists of four directors. Our Board seeks directors with established strong professional reputations
and experience in areas relevant to the strategy and operations of our business, particularly the industries, end-markets and
growth segments that our company serves. Each of our directors holds or has held senior executive positions in complex organizations
and has operating experience that meets this objective, as described below. In these positions, they have also gained experience
in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management,
executive compensation, human resources and leadership development. A majority of our non-employee directors has experience serving
on boards of directors and board committees of other public companies, and each of our directors has an understanding of corporate
governance practices and trends. The Board also believes that each of our directors has other key attributes that are important
to an effective board: integrity, candor, analytical skills, the willingness to engage management and each other in a constructive
and collaborative fashion, diversity of experience, qualifications, skills and backgrounds, and the ability and commitment to
devote significant time and energy to service on the Board and its committees. In addition to the above, our Board of Directors
has also considered the specific experience described in the biographical details that follow in determining that such individuals
should serve as a member of our Board of Directors.



Set
forth below are the name, age and the positions and offices held for each of our directors as of April 18, 2016, his principal
occupation, business experience and public company board service during the past five years, and the experience, qualifications,
attributes or skills that qualify such person to serve as a director of our company.



|Name                          |  | Age |  | Position                                              |  | Director
    Since
|----------------------------- |  | --- |  | ----------------------------------------------------- |  | ------------------
|Frank
    F. Khulusi          |  | 49  |  | Chairman
    of the Board and Chief Executive Officer |  | 1987              
|Thomas
    A. Maloof(2)(3)    |  | 64  |  | Director                                              |  | 1998              
|Ronald
    B. Reck(1)(2)(3)   |  | 67  |  | Director                                              |  | 1999              
|Paul
    C. Heeschen(1)(2)(3) |  | 59  |  | Director                                              |  | 2006              










| | (1) | Member
                                         of our Compensation Committee.                       
| | --- | -----------------------------------------------------------------------------------------------------
| | (2) | Member
                                         of our Audit Committee.                              
| | (3) | Member
                                         of our Nominating and Corporate Governance Committee.



Frank
F. Khulusiis one of our co-founders and has served as our Chairman of the Board and Chief Executive Officer since our inception
in 1987 and as our President from our inception in 1987 to July 1999 and again from March 2001 to March 2012. Mr. Khulusi attended
the University of Southern California. Mr. Khulusi’s areas of relevant experience, qualifications, attributes or skills
include extensive knowledge of the IT direct marketing and solutions industries, over 20 years of experience in leadership and
growth of our company, extensive operations and financial experience, and experience with public company corporate governance.



Thomas
A. Maloofhas served as one of our directors since May 1998. He served as Chief Financial Officer of Hospitality Marketing
Concepts from January 2001 to August 2005, and has been an independent consultant since August 2005. Mr. Maloof served as President
of Perinatal Practice Management, Inc. from February 1998 to November 2000. From August 2004 through April 2005, Mr. Maloof served
on the board of directors of our former subsidiary, eCOST.com, Inc. (Nasdaq: ECST). Mr. Maloof served as a director for Farmer
Brothers Coffee (Nasdaq: FARM) from 2003 to 2011 and The Ensign Group (Nasdaq: ENSG) from 2000 to 2013. Mr. Maloof’s areas
of relevant experience, qualifications, attributes or skills include extensive knowledge of the IT direct marketing and solutions
industries; experience having served on the board of directors of Farmer Brothers and The Ensign Group (including service on the
audit committees of both entities); public accounting and auditing experience; and public company corporate governance, finance
and financial reporting experience.



3







Ronald
B. Reckhas served as one of our directors since April 1999. Mr. Reck was employed by Applebee’s International from
1987 to 1997, serving most recently as Executive Vice President and Chief Administrative Officer. Since 1998, Mr. Reck has served
as President and Chief Executive Officer of Joron Properties, LLC, a real estate company until December 31, 2014. Mr. Reck’s
areas of relevant experience, qualifications, attributes or skills include extensive knowledge of the IT direct marketing and
solutions industries; extensive experience as a private investor; senior leadership roles with operations experience in complex
public and private companies; and public company corporate governance and financial reporting experience.



Paul
C. Heeschenhas served as one of our directors since February 2006. Mr. Heeschen has served as a member of the board of directors
of New Home Co Inc. (NYSE: NWHM) since February 2014. Mr. Heeschen served from January 1996 to May 2010 as a member of the board
of directors of Diedrich Coffee, Inc., which was acquired by a subsidiary of Green Mountain Coffee Roasters, Inc. in May 2010.
Mr. Heeschen served as Diedrich’s Chairman from February 2001 and as its Executive Chairman from February 2010 to May 2010.
Since 1995, Mr. Heeschen also has been a principal of Heeschen & Associates, a private investment firm. Mr. Heeschen’s
areas of relevant experience, qualifications, attributes or skills include extensive knowledge of the IT direct marketing and
solutions industries; extensive experience as a private investor; senior leadership roles with operations experience in complex
public and private companies; and public company corporate governance, finance and financial reporting experience.



Executive
Officers



Our
executive officers as of April 18, 2016 and their respective ages and positions were as follows:



|Name                   |  | Age |  | Position                                                                                
|---------------------- |  | --- |  | ----------------------------------------------------------------------------------------
|Frank
    F. Khulusi   |  | 49  |  | Chairman
    and Chief Executive Officer                                                
|Robert
    J. Miley    |  | 45  |  | President                                                                               
|Brandon
    H. LaVerne |  | 44  |  | Chief
    Financial Officer, Treasurer, Chief Accounting Officer and Assistant Secretary
|Robert
    I. Newton   |  | 50  |  | Executive
    Vice President, Chief Legal Officer and Secretary                         
|Simon
    M. Abuyounes |  | 62  |  | Executive
    Vice President — IT and Operations                                        



The
following is a biographical summary of the experience of our executive officers:



Frank
F. Khulusiis one of our co-founders and has served as our Chairman of the Board and Chief Executive Officer since our inception
in 1987, served as President until July 1999, and resumed the office of President in March 2001 through March 2012. Mr. Khulusi
attended the University of Southern California.



Robert
J. Mileyjoined us in December 2014 and currently serves as President of PCM, Inc. Prior to joining us, Mr. Miley held various
positions at Ingram Micro spanning approximately 20 years, most recently having served as Vice President and General Manager of
Advanced Technology Division in North America. Mr. Miley earned an MBA from the University of Southern California Marshall School
of Business and graduated from the University of California Santa Barbara with a B.A. in Business Economics and a B.A. in Political
Science.



Brandon
H. LaVernehas served as our Chief Financial Officer since July 2008. Mr. LaVerne previously served as our Interim Chief Financial
Officer, Chief Accounting Officer and Treasurer of the Company since June 2007, and continues to serve as our principal financial
and accounting officer. Prior to June 2007, Mr. LaVerne served as Vice President and Controller and has been with us since October
1998. Prior to joining us, Mr. La Verne worked for Computer Sciences Corporation, and started his career with Deloitte and Touche
LLP. Mr. LaVerne received his B.S. in Accounting from the University of Southern California and is a Certified Public Accountant.



Robert
I. Newtonjoined us in June 2004 and currently serves as our Executive Vice President, Chief Legal Officer and Secretary.
Mr. Newton was Of Counsel in the corporate practice group of Morrison & Foerster LLP from February 2000 until joining our
company. Prior to his employment at Morrison & Foerster LLP, Mr. Newton was a partner in the corporate practice group of McDermott,
Will & Emery LLP. Mr. Newton received a B.B.A., with highest honors, and a J.D., with honors, from the University of Texas
at Austin.



Simon
M. Abuyouneswas appointed Executive Vice President — IT and Operations of PCM, Inc. in April 2014. Mr. Abuyounes previously
served as President of PCM Logistics, LLC since June 2005. Prior to June 2005, Mr. Abuyounes has served as Senior Vice President
of Operations and has been with us since June 1995. Prior to joining us, Mr. Abuyounes held various engineering and managerial
positions for over 10 years. Mr. Abuyounes received his B.S. and M.S. degrees in Engineering from the Ohio State University. Mr.
Abuyounes is the brother-in-law of Mr. Khulusi.



4







Corporate
Governance



Identification
of Our Audit Committee



We
have a separately designated standing audit committee established in accordance with the Securities Exchange Act of 1934. The
members of our audit committee are Thomas A. Maloof (Chair), Paul C. Heeschen and Ronald B. Reck. Our board of directors has determined
that each of the members of our audit committee is “independent” as that term is defined in Rule 10A-3(b)(1) promulgated
under the Exchange Act and is an “independent director” as defined in Rule 5605(a)(2) of the Nasdaq listing standards.
Our board of directors has determined that each of Mr. Maloof and Mr. Heeschen is an “audit committee financial expert”
as that term is defined by regulations of the Securities and Exchange Commission and that each of them has accounting and related
financial management expertise within the meaning of the applicable rules of Nasdaq.



Code
of Business Conduct and Ethics



We
have adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees, including our
principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing
similar functions. Our Code of Business Conduct and Ethics, including any amendments to, or waivers from such code, is posted
in the “Investor Relations” section of our website at www.pcm.com. We will provide a copy of our Code of Business
Conduct and Ethics to any person, without charge, upon receipt of a written request directed to our Secretary at our principal
executive offices.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten
percent of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Forms
4 or 5 with the SEC. Those officers, directors and ten percent stockholders are also required by the SEC’s rules to furnish
us with copies of all Section 16(a) forms they file.



Based
solely on our review of the copies of the forms we received, or representations from certain reporting persons that no Forms 5
were required for such persons, we believe that during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements
applicable to our officers, directors and ten percent stockholders were complied with, except one late Form 4 filed by Simon Abuyounes
to report two transactions and one late Form 4 filed by Jay Miley to report two transactions.



ITEM
11. EXECUTIVE COMPENSATION



COMPENSATION
DISCUSSION AND ANALYSIS



Executive
Compensation Philosophy and Principles



The
Compensation Committee of our Board of Directors establishes our executive compensation philosophy and principles and oversees
our executive compensation programs. The following are the primary principles of our executive compensation programs, which together
constitute our executive compensation philosophy:



| | ● | link
                                         executive compensation to the creation of stockholder value;
| | - | ----------------------------------------------------------------------------------------------------------



| | ● | reward
                                         contributions of executive officers that enhance our specific business goals; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | attract,
                                         retain and motivate high quality individuals.
| | - | -----------------------------------------------------------------------------------------------



Our
executive compensation programs have been designed and adopted by the Compensation Committee in an effort to implement the above
principles. The key elements of our executive compensation program include base salary, quarterly and annual cash incentives,
stock incentive awards, health and welfare benefits, and other perquisites. The discussion below describes each of the key elements
of our executive compensation for the fiscal year ended December 31, 2015.



5







Executive
Compensation Process



In
establishing compensation, our Compensation Committee, among other things:



| | ● | reviews
    the performance of our executive officers and each of the components of their compensation;                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                   
| | ● | evaluates
    the effectiveness of our overall executive compensation program on a periodic basis; and                                                            
| |   |                                                                                                                                                                   
| | ● | administers
    our equity and cash incentive plans and, within the terms of these plans, determines the terms and conditions of the awards
    under these plans.



Our
annual process of determining overall compensation for named executive officers (other than our Chief Executive Officer) begins
with recommendations made by our Chief Executive Officer to our Compensation Committee. In making his recommendation, our Chief
Executive Officer considers a number of factors, including the functional role of the position, the level of the individual’s
responsibility, the individual’s long-term commitment to our company, the demand and scarcity of individuals with similar
skills, knowledge and industry expertise, the seniority of the individual and our Chief Executive Officer’s understandings
and beliefs of retention and motivational requirements for each such executive. After considering the input and recommendations
of our Chief Executive Officer and any input of an independent compensation consultant that may from time to time be engaged by
the Committee, our Compensation Committee makes the final determination of compensation for our named executive officers.



In
addition, our Compensation Committee annually reviews and approves our corporate goals and objectives relative to our Chief Executive
Officer’s compensation, evaluates his compensation in light of such goals and objectives, as well as the input of any independent
compensation consultant, and sets the Chief Executive Officer’s compensation based on this evaluation. While our Chief Executive
Officer submits recommendations to the Compensation Committee regarding his own proposed compensation levels, the Committee retains
the sole authority to determine the compensation of our Chief Executive Officer based on its evaluation of the factors described
below under “Total Compensation for Executive Officers.”



Our
Compensation Committee uses its judgment and experience and works closely with our named executive officers to determine the appropriate
mix of compensation for each individual. Our Compensation Committee historically has not used tally sheets, internal pay equity
studies, accumulated wealth analyses, equity retention policies, benchmarking or similar tools in assisting with compensation
determinations for our named executive officers. The Committee uses its judgment and discretion in determining the amount of base
salary for executive officers and does not target a particular benchmark in relation to salary ranges at other companies. Instead,
base salary is used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers,
taking into account competitive market compensation paid by other companies for similar positions. The Compensation Committee
believes that long-term performance is achieved through the use of stock-based awards and has historically awarded stock options
and restricted stock units (RSUs) to our named executive officers.



In
April 2013, the Compensation Committee engaged Towers Watson, a nationally recognized compensation consulting firm, to advise
the Committee on our director and executive compensation programs and to conduct an independent competitive assessment of our
director and executive officer compensation in an effort to ensure that such compensation levels and practices satisfy our compensation
philosophies and principles and are established in part based upon consideration of objective market compensation data. The object
of Towers Watson’s 2013 engagement was to ensure that our compensation levels and practices were designed to support long-term
growth and success, reflect best practices and address the needs of our company, employees and stockholders, and to update prior
assessments using more recent market data. In connection with its engagement by the Committee, Towers Watson was instructed to
perform the following assignments:



| | ● | provide
    an assessment of our total direct compensation (base salary, short-term incentive and long-term incentive) for executive level
    positions;                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                            
| | ● | provide
    advice on competitive compensation practices and executive compensation issues and trends and on establishing an appropriate
    peer group for comparison;                    
| |   |                                                                                                                                                                                            
| | ● | provide
    independent recommendations to the Committee on Chief Executive Officer and other executive officer and director compensation;
    and                                         
| |   |                                                                                                                                                                                            
| | ● | provide
    a review and assessment of the Company’s overall compensation programs design for directors and executive officers,
    including short-term and long-term incentive practices.



6







Towers
Watson presented its recommendations with respect to our Chief Executive Officer directly to the Compensation Committee, without
the participation of the Chief Executive Officer. The other recommendations of Towers Watson were provided to the Compensation
Committee and our Chief Executive Officer with input from our human resources personnel, who worked directly with Towers Watson
on the assignment. The report was discussed by the Committee at scheduled meetings of the Committee during the second and third
quarters of 2013. The report, together with input to the Committee from our Chief Executive Officer regarding incentive and retention
of our other executive officers and directors, was considered by the Committee in establishing each of the components of executive
and director compensation for fiscal year 2013 and again for fiscal years 2014 and 2015.



Total
Compensation of Executive Officers



Our
executive compensation programs consist primarily of (i) base salary, (ii) short-term incentive compensation in the form of quarterly
or annual cash bonuses and (iii) long-term incentive compensation in the form of stock options and RSUs. We also provide our executive
officers with other benefits, including certain perquisites and severance and change of control agreements discussed in more detail
below. Each of these components of executive compensation has been provided to satisfy our compensation philosophy and principles
after review of market executive compensation data provided by an independent compensation consultant engaged by the Compensation
Committee and, for executives other than the Chief Executive Officer, based in part on qualitative input and recommendations made
to the Compensation Committee by our Chief Executive Officer. For the 2015 fiscal year, each of our executive officers received
cash compensation in the form of an annual base salary and cash bonuses or incentive compensation, and each also received long-term
incentive compensation in the form of stock option and RSU awards. The Compensation Committee has not adopted any formal or informal
policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation,
or among different forms of non-cash compensation other than its determination that the total compensation and each component
of compensation provided to each executive officer in 2015 was within the range of total compensation and the range of each component
of compensation paid to similarly situated executive officers in the peer group as provided in the 2013 Towers Watson report.



In
determining the compensation for our Chief Executive Officer, in addition to the applicable factors set forth below, the Compensation
Committee also took into consideration the record of his leadership and vision since our company’s inception in 1987; his
close identification with us by our employees and vendors, the financial community and the general public; and the recognition
by the Compensation Committee and others in our industry of the importance of his leadership to our continued success.



Please
refer to the tables under the section entitled “Executive Compensation” below for a detailed presentation of the specific
compensation earned by each of our named executive officers in the 2015 fiscal year.



In
assessing the competitiveness of our executive compensation, our Compensation Committee reviewed, together with other market compensation
data, the report from Towers Watson, which developed comparable market compensation data using 2012 proprietary market databases
and surveys, and public proxy data reported for the year ended December 31, 2012, for direct competitors as well as selected retail
and technology industry peers. The peer group included the following direct competitors and other peers in the retail and technology
industries:



Direct
Peers: CDW Corp., ePlus, Inc., Insight Enterprises, Inc., PC Connection, Inc. and Systemax, Inc.



Other
Peers:Black Box Corp., CACI International, Inc., CIBER, Inc., Computer Task Group, Inc., Netgear, Inc., Polycom, Inc., RCM
Technologies, Inc., ScanSource, Inc., TESSCO Technologies, Inc., and Unisys Corporation.



We
include our direct competitors and other retail and technology companies because we compete with them for business, as well as
talent. We include leading national technology companies because they have a large influence on industry compensation practices.
The retail and technology peer companies were included based on the advice of Towers Watson. Survey data used in the report were
collected from Towers Watson’s 2012 Compensation Data Bank for Retail/Wholesale Industry Executives for companies with revenues
under $3 billion. Survey data from the Towers Watson report was updated to June 2013 using a three percent annual aging factor.
These surveys were organized by job title and scope of responsibility for each of our named executive officers. Survey data and
publicly available proxy statements, Form 4s and 8-K filings were combined to develop market competitive pay rates.



The
Compensation Committee used the above described reports provided by Towers Watson, together with other market compensation data
and compensation data from a licensed third party compensation database for companies in the retail/wholesale industry located
in the Los Angeles Metro geography with annual revenues of $1 billion to $3 billion and updated compensation data gathered by
our internal personnel from publicly available proxy data for the peer group. This data was used by the Compensation Committee
to confirm that the total compensation and each component of compensation provided to our named executive officers was within
the range of total compensation and each component of compensation paid to similarly situated officers in the peer group. While
the Compensation Committee utilized this peer group and other data (including the base salary survey data discussed below under
“Base Salaries”) as a general guideline, it did not specifically benchmark total compensation or any compensation
component against the companies included in the survey data.



7







In
setting the total compensation levels and each component of our executive compensation program for 2015, the Compensation Committee
reviewed and considered the comparative peer group data as described above, as well as the qualitative input from the Chief Executive
Officer regarding retention and incentive requirements (for executive officers other than the Chief Executive Officer). The Committee
determined that the total compensation and each component of compensation to be provided to each executive officer in 2015 was
within the range of total compensation and the range of each component of compensation paid to similarly situated executive officers
in the reviewed data. However, the Compensation Committee did not establish any specific peer group comparative percentile targets
or relative percentages of total compensation that any component of compensation should represent for any of our executives. While
no specific benchmark was used in establishing the compensation programs for any of our executive officers, our Chief Executive
Officer’s total cash compensation (consisting of base salary plus the target cash incentive opportunity) was below the 25th
percentile of the peer group utilized in the Towers Watson report and his equity compensation was below the 10th percentile of
such peer group (before giving effect to the voluntary reduction in Mr. Khulusi’s annual base salary rate described below).



Base
Salaries



The
base salaries we provide to our executive officers are intended as compensation for each executive officer’s ongoing contributions
to the performance of the operational area(s) for which he or she is responsible. In keeping with our compensation philosophy
to attract and retain high quality individuals, executive officer base salaries have been set at levels which the Compensation
Committee believes are competitive with base salaries paid to executive officers of the peer companies described above and with
the Los Angeles market for executives of publicly traded companies having approximately similar revenues and number of employees
to those of PCM. The Committee used market survey data for general background purposes to determine whether our executive compensation
levels were substantially higher or lower than those of companies within the geographic market in which we compete for qualified
executives. However, as described above, the Compensation Committee does not specifically benchmark base salaries of our executive
officers against those of the companies included in the market data reviewed by the Committee. For executive officers other than
our Chief Executive Officer, base salaries also were established in part after consideration of qualitative input from our Chief
Executive Officer about retention and incentive considerations after his discussions with individual executive officers.



The
base salaries of our executive officers are reviewed annually and adjusted from time to time from the original amounts provided
in employment agreements to recognize individual performance, promotions, competitive compensation levels, retention and incentive
considerations and other qualitative factors. In addition to adjustments made for competitive, retention and incentive reasons,
the Committee has periodically adjusted executive officer base salaries based on its assessment of each executive’s performance
and history with us and our overall budgetary considerations for salary increases. Based in part on the reports provided to the
Committee by the independent compensation consulting firm and other data reviewed by the Committee, the base salaries for Messrs.
LaVerne, Newton and Abuyounes were increased effective as of May 20, 2013 and were unchanged for 2014 and 2015. Mr. Miley’s
annual base salary rate of $400,000 was established by the Committee in connection with his hiring and negotiation of his December
2014 employment agreement. In December 2014, in connection with the hiring of a new President, Mr. Khulusi’s base salary
was reduced at his request from $833,000 to $583,000 to partially offset the cost of adding the separate President position in
the near term. Mr. Khulusi agreed to continue this reduced base salary rate throughout 2015.



Short-Term
Incentive Compensation



In
February 2015 our Compensation Committee adopted our 2015 Executive Incentive Plan (the “Plan”) effective for the
2015 fiscal year. The Plan was intended to reward and motivate our executives with short-term cash incentives and to align the
interests of management with our stated objectives to focus on our sales and profitability and increase shareholder value. Each
of our named executive officers was eligible to participate in the Plan.



The
Plan was designed to provide cash incentive opportunities based upon two performance objectives, weighted differently for each
executive eligible to participate in the Plan: (1) attainment of a target consolidated annual EBITDA (the “Consolidated
Target”), and (2) attainment of individual qualitative targets (the “Qualitative Target”). EBITDA was defined
under the Plan as earnings before interest, taxes, depreciation and amortization 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.
Such adjustments are consistent with our executive incentive plan in the prior year and the items excluded from the 2015 EBITDA
calculations are described in more detail below.



8







The
Plan provided for individual target amounts for each participant based on the Company’s achievement at 100% of the annual
Consolidated Target for the 2015 calendar year. The Plan also had a minimum annual EBITDA for any quantitative cash incentive
to be paid under the Plan and contained incentive decelerators based on performance below the respective quantitative performance
targets, with an annual minimum threshold set at 80% of target. Quantitative incentive amounts would be paid at 50% of the incentive
target if the Company’s performance equaled the minimum target threshold for payment of the quantitative cash incentive
amounts. If the Company’s performance fell below the threshold, no quantitative cash incentives would have been earned.



The
Plan also contained accelerators under which the cash incentive amounts could exceed the target incentive amounts, with the maximum
cash incentive amount equal to 200% of target incentive amounts, to be paid if the Company’s performance equaled or exceeded
125% of the respective performance target. The Plan further generally allowed for 50% of the annual cash incentive targets to
be paid in non-recoverable quarterly increments based on quarterly performance targets that made up components of the respective
annual performance targets.



Under
the 2015 Plan, Messrs. LaVerne, Newton and Abuyounes each had certain individual qualitative targets that were tailored for their
respective responsibilities to the Company based on recommendations made by our Chief Executive Officer and approved by the Committee
and were paid quarterly or annually in the discretion of the Committee.



The
total cash incentive opportunity for the participating executive officers equaled 62% of annual base salary for Mr. Khulusi (or
89% of his reduced base salary in effect from December 2014), 50% of annual base salary for Mr. Miley, and 40% of base salary
for each of Messrs. LaVerne, Newton and Abuyounes. The schedule below indicates the mix of performance objectives for each of
our named executive officers:



|Name               |  | Consolidated Target |     |   | Qualitative Target | 
|------------------ |  | ------------------- | --- | - | ------------------ | 
|Frank F. Khulusi   |  |                     | 100 | % |                    | 
|Robert J. Miley    |  |                     | 100 |   |                    | 
|Brandon H. LaVerne |  |                     | 67  |   |                    | 
|Robert I. Newton   |  |                     | —   |   |                    | 
|Simon M. Abuyounes |  |                     | 67  |   |                    | 



All
amounts funded under the Plan were subject to increase or reduction for each named 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 executive officers were eligible for additional discretionary bonuses as could be determined
by the Committee. In 2015, Messrs. LaVerne, Newton and Abuyounes each received an additional discretionary bonus in the respective
amounts of $25,000, $50,000 and $50,000 in connection with their efforts related to acquisitions made by the Company in 2015.
No cash incentive was earned until it was paid under any of these plans. Therefore, in the event the employment of an executive
eligible under these plans terminated (either by the Company or by the eligible executive, whether voluntarily or involuntarily)
before a cash incentive was paid, the executive was not deemed to have earned that incentive and it was not paid.



9







Under
the 2015 Plan, the Company achieved 55% of the Annual Consolidated Target, as adjusted, which together with achievement of certain
quarterly targets, resulted in payouts to each of the participating executives in the amounts shown in the tables below for the
quantitative portion of their respective cash incentive opportunity under the plan. The Compensation Committee calculated the
2015 Annual Consolidated Target utilizing EBITDA from continuing operations. Additionally, based on the recommendation of our
Chief Executive Officer, the Compensation Committee awarded each of Messrs. LaVerne, Newton and Abuyounes 100%, 100% and 80% of
the qualitative portion of their respective incentive opportunity under the Plan. The following table illustrates the calculation
of the EBITDA, as adjusted, applicable for the 2015 Plan (in thousands):



|                                                 |  | Consolidated |        
|------------------------------------------------ |  | ------------ | -------
|2015 Operating Loss, as reported                 |  | $            | (25,482
|Depreciation & Amortization                      |  |              | 12,217 
|2015 EBITDA                                      |  |              | (13,265
|Add: Write-off of CRM and ERP                    |  |              | 25,421 
|Add: M&A related fees                            |  |              | 2,083  
|Add: Severance & restructuring
    related costs |  |              | 3,845  
|2015 EBITDA, as adjusted                         |  | $            | 18,084 
|                                                 |  |              |        
|2015 Performance Target                          |  | $            | 32,950 
|Achievement Percentage                           |  |              | 55     
|Payout Percentage(1)                             |  |              | 14     










| | (1) | The
    Payout Percentage equals the actual amount paid to the executive as a percentage of his respective quantitative target under
    the Plan. While the annual minimum threshold was not met, the Payout Percentage reflects the net effect of the quarterly and
    annual application of the accelerators and decelerators described above and non-recoverable payouts based on meeting quarterly
    incremental targets.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following table shows the 100% payout targets for each component of the 2015 Plan for each of our named executive officers participating
in the plan, together with the actual cash incentive amounts awarded for such periods under the plan:



|Name               |  | Consolidated Incentive
    at Target |         |  | Consolidated Incentive
    Achieved |   |        | Qualitative Incentive
    at Target |  |   | Qualitative Incentive
    Achieved | 
|------------------ |  | ------------------------------------ | ------- |  | ----------------------------------- | - | ------ | ----------------------------------- |  | - | ---------------------------------- | 
|Frank F. Khulusi   |  | $                                    | 516,460 |  |                                     | $ | 74,241 |                                     |  | $ | —                                  | 
|Robert J. Miley    |  |                                      | 200,000 |  |                                     |   | 28,750 |                                     |  |   | —                                  | 
|Brandon H. LaVerne |  |                                      | 92,816  |  |                                     |   | 13,342 |                                     |  |   | 45,716                             | 
|Robert I. Newton   |  |                                      | —       |  |                                     |   | —      |                                     |  |   | 137,160                            | 
|Simon M. Abuyounes |  |                                      | 89,345  |  |                                     |   | 12,843 |                                     |  |   | 44,006                             | 








The
aggregate cash incentives earned by each of our named executive officers for 2015 were as follows:



|Name               |  | Aggregate Incentive
    Target |         |  | Aggregate Incentive
    Achieved |   |         | % of Incentive
    Achieved | 
|------------------ |  | ------------------------------ | ------- |  | -------------------------------- | - | ------- | --------------------------- | 
|Frank F. Khulusi   |  | $                              | 516,460 |  |                                  | $ | 74,241  |                             | 
|Robert J. Miley    |  |                                | 200,000 |  |                                  |   | 16,667  |                             | 
|Brandon H. LaVerne |  |                                | 138,532 |  |                                  |   | 59,058  |                             | 
|Robert I. Newton   |  |                                | 137,160 |  |                                  |   | 137,160 |                             | 
|Simon M. Abuyounes |  |                                | 133,350 |  |                                  |   | 48,048  |                             | 



Long-Term
Incentive Compensation



Our
long-term incentive compensation has historically consisted of stock option or RSU grants, which have been awarded under our equity
incentive plans and administered by the Compensation Committee. We have made periodic grants of stock options and RSUs to executives
for the purpose of aligning their long-term motivations with the interests of our stockholders and in consideration of the fact
that we offer no other significant long-term, deferred or retirement compensation to our executive officers.



10







The
Compensation Committee is not tied to any particular process or formula to determine the size of the long-term incentive awards
granted to our named executive officers. Consequently, the Committee uses its discretion to grant equity awards and may consider
the various factors discussed below. In fiscal 2015, to determine the size of the equity awards for our named executive officers,
the Committee first reviewed our Chief Executive Officer’s recommendations for options and RSUs to be granted during fiscal
2015 to our executive officers other than the Chief Executive Officer. In each case, the Committee then made determinations of
the specific amounts and terms of stock options and RSUs to be granted to each executive officer, including our Chief Executive
Officer, based on its subjective consideration of the recommendations of the Chief Executive Officer, historical grant information,
the Committee’s views of comparative compensation data provided to the Committee by Towers Watson in its May 2013 report
and other market compensation data, retention and motivational factors, corporate performance, individual performance, the executive’s
level of responsibility, the potential impact that the executive could have on our operations and financial condition and the
market price of our common stock.



Stock
options and RSUs have historically generally been granted to our executive officers based on a subjective and market-based evaluation
by the Compensation Committee (based in part upon recommendations from our Chief Executive Officer with respect to executive officers
other than the Chief Executive Officer) of a recipient’s contributions and continuing value to us and the performance of
his or her respective operational areas of responsibility. Compensation previously realized by our executive officers from the
exercise of vested options or the vesting of RSUs historically has not been considered by our Compensation Committee when giving
new equity awards but may be considered when making future grants.



In
determining what long-term incentive programs to offer our executive officers, the Compensation Committee considers the impact
of ASC 718 (formerly SFAS 123R “Share-Based Payment”) which requires us to expense the compensation costs related
to stock option awards and RSUs ratably over their vesting periods.



From
time to time, our Compensation Committee evaluates the structure of our long-term incentive programs and may make modifications
to these programs to reflect our changing needs and our need to attract, retain and motivate our executive officers. These changes
may be based, in part, on market conditions and the compensation programs of our competitors. As new long-term incentive instruments
are developed and the tax and accounting treatment of various instruments are subject to change over time, management and the
Compensation Committee regularly review our compensation programs to determine whether these programs are accomplishing our goals
in a cost-effective manner.



The
final compensation report of Towers Watson provided to the Compensation Committee in May 2013 included long-term, non-cash incentive
compensation market competitive data and analysis which was reviewed and considered by the Committee in determining the 2015 stock
option and RSU grants to executives. This data and analysis contemplated the annualized expected value of equity award grants
ultimately provided to our executive officers relative to long-term, non-cash incentive compensation provided to peer group executives.
The value of each grant also was analyzed for its effect on total compensation, representing the long-term, non-cash component
of our executive compensation. The Committee determined that the level of each grant in 2015 to each of our executive officers
was within the range of annual long-term, non-cash incentive compensation relative to the considered peer groups for each executive
officer and further determined that the level of each grant in 2015 to each executive officer when considered together with the
total cash compensation for 2015 placed the level of 2015 total compensation for each executive officer within the market range.
Mr. Miley’s initial award of RSUs in December 2014 was approved by the Committee in connection with the negotiation of his
employment agreement and was also factored by the Committee in determining the amount of his 2015 grant.



Timing,
Pricing and Terms of Share-Based Awards



We
have generally considered share-based awards to our executive officers at regularly scheduled meetings of the Compensation Committee.
Formal approval of share-based awards is obtained on the date of grant. We do not have, and do not intend to have, any program,
plan or practice to time share-based awards in coordination with the release of material non-public information. We also do not
have, and do not intend to have, any program, plan or practice to time the release of material non-public information for the
purpose of affecting the value to executive compensation. The exercise price for stock options we have granted equals the closing
price of our common stock on the grant date. We have granted fixed-price stock options that generally vest in equal quarterly
installments usually over a three to five year period. Our share-based award grants have not historically contained performance
vesting features.



Because
the value of share-based awards increase only if the price of our common stock increases after grant, the time vesting feature
of our share-based awards has been intended as an important feature of each grant designed to motivate our executive officers
to enhance our stockholders’ value over a long-term period.



11







Employment
Agreements and Severance and Change-in-Control Arrangements



In
January 1995, prior to our initial public offering, we entered into an employment agreement with Frank F. Khulusi, our Chairman,
President and Chief Executive Officer. Mr. Khulusi’s employment agreement, which was amended in December 2005 and in December
2008, provides for one-year extensions unless it is terminated by us or Mr. Khulusi. Mr. Khulusi’s annual salary pursuant
to his employment agreement has been increased or decreased periodically and was $833,000 before he voluntarily reduced his annual
salary by $250,000 to $583,000 in December 2014 and continued throughout 2015 at this reduced rate. Mr. Khulusi is eligible to
participate in our employee benefit plans that are generally available to similarly situated employees.



Mr.
Khulusi’s employment agreement provides that he is entitled to certain severance benefits in the event of a change of control
or if his employment is terminated by us without cause or by Mr. Khulusi for good reason as follows:



| | ● | If
    Mr. Khulusi’s employment is terminated by the Company without cause (which may occur at any time upon 90 days’
    advance written notice to Mr. Khulusi), the Company will pay him his salary through the end of the notice period and, in addition,
    a lump sum amount equal to two times the total salary and bonus compensation paid to him for the twelve months immediately
    preceding the notice of termination, in each case subject to the December 2008 amendment of Mr. Khulusi’s employment
    agreement which amended the agreement to clarify that the agreement is intended to comply with Section 409A of the United
    States Internal Revenue Code and related regulations in all instances and that any payments which would cause non-compliance
    will be delayed in a manner necessary for compliance;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | If
    Mr. Khulusi’s employment is terminated by him for good reason (which may occur upon 30 days’ advance written notice
    to the Company), including as a result of the Company notifying him of its decision to not renew the employment agreement
    for an additional period as described above, the Company will pay him a lump sum upon such termination equal to two times
    the total salary and bonus compensation paid to him for the twelve months immediately preceding the notice of termination;
    and                                                                                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ● | In
    the event of a change of control of the Company, upon consummation of the change of control, Mr. Khulusi’s employment
    agreement will terminate and he will receive a lump sum payment equal to two times the total salary (which for this purpose,
    Mr. Khulusi’s base salary is deemed to be $833,000 as provided in his employment agreement, as amended) and short-term
    cash incentive compensation paid to him for the twelve months immediately preceding the change of control.                                                                                                                                                                                                                                                                                                                                      



If
the severance payment payable under his employment agreement in the event of a change of control, either alone or together with
other payments he has the right to receive from us, would not be deductible (in whole or in part) by the Company as a result of
the payment constituting a “parachute payment” under Section 280G of the Internal Revenue Code, the severance payment
under the employment agreement will be reduced to the maximum deductible amount under the Code.



For
the purposes of Mr. Khulusi’s employment agreement, a “change of control” of the Company will be deemed to have
occurred if:



| | ● | there
    is consummated (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation
    or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property,
    other than a merger of the Company in which the holders of the Company’s common stock immediately prior to the merger
    have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, (ii) any
    reverse merger in which the Company is the continuing or surviving corporation but in which securities possessing more than
    50% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons
    different from those who hold such securities immediately prior to the merger, or (iii) any sale, lease, exchange or other
    transfer (in one or more related transactions) of all, or substantially all, of the assets of the Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | our
    stockholders approve a plan or proposal for the liquidation or dissolution of us;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | any
    person other than Mr. Khulusi or certain of his relatives or affiliates become the direct or indirect beneficial owners of
    20% or more of our common stock (other than as a result of purchases by such person directly from us); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | during
    any 12-month period, individuals who at the beginning of the period constitute our entire Board of Directors cease for any
    reason to constitute a majority thereof unless the election, or the nomination for election by our stockholders, of each new
    director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning
    of the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



If
Mr. Khulusi’s employment is terminated due to death or disability, the terms of his employment agreement require that he
(or his beneficiaries, as applicable) be paid his salary through the end of the month in which the termination occurs. If Mr.
Khulusi is terminated for cause (which may occur upon 30 days’ advance written notice to Mr. Khulusi), the terms of his
employment agreement require that he be paid his salary through the end of the notice period.



12







In
October 2014, we entered into an employment agreement with Robert Jay Miley, our President. Pursuant to the terms of our agreement
with Mr. Miley, he is an “at will” employee. Mr. Miley is currently entitled to an annual base salary of $400,000.
He is also eligible to receive annual incentive cash compensation under any applicable annual executive cash incentive plan in
an amount of $200,000 at 100% achievement of financial targets, which amount can be greater or less based on the level of achievement
and may be paid in quarterly or annual installments, as well as additional discretionary bonuses as may be determined from time
to time by the Compensation Committee, and is entitled to severance pay equal to twelve months of his then-current annual base
salary in the event his employment is terminated without cause. The severance payment would be made in one lump sum and is contingent
upon his execution of a satisfactory severance and release agreement. Under his employment agreement, we also agreed to make available
to Mr. Miley a furnished single bedroom corporate apartment in proximity to our corporate headquarters in El Segundo, California
for the first year of his employment, and Mr. Miley is eligible to participate in benefit plans generally available to similarly
situated employees. Mr. Miley also received a one-time signing bonus in the amount of $200,000, which is repayable to us by Mr.
Miley in the event Mr. Miley’s employment is terminated by him voluntarily or by us with cause at any time prior to the
third anniversary date of his employment, which commenced on December 2, 2014.



Each
of Messrs. LaVerne and Abuyounes is an “at will” employee. Mr. LaVerne is currently entitled to an annual base salary
of $346,330 and Mr. Abuyounes is currently entitled to an annual base salary of $333,375. Each is eligible to participate in our
executive incentive plan in the discretion of our Compensation Committee, and may receive discretionary bonuses from time to time
in the discretion of our Compensation Committee with the input of our Chief Executive Officer. We have entered into severance
agreements with each of Messrs. LaVerne and Abuyounes, pursuant to which each is entitled to severance pay equal to six months
of his annual base salary in the event his employment is terminated without cause within a twelve month period following a change-in-control
of our company. The severance payments would be made in equal installments over six months and are contingent upon their execution
of a satisfactory severance and release agreement. Each of Messrs. LaVerne and Abuyounes receives a monthly automobile allowance
of $1,000 and is eligible to participate in our employee benefit plans that are generally available to similarly situated employees.



In
June 2004, we entered into an employment agreement with Robert I. Newton, our Executive Vice President, Chief Legal Officer and
Secretary. Mr. Newton’s employment agreement was amended in February 2005. Pursuant to the terms of our agreement with Mr.
Newton, he is an “at will” employee. Mr. Newton is currently entitled to an annual base salary of $342,900. Mr. Newton
is also eligible to receive annual incentive cash compensation of up to $137,160, paid in quarterly installments, as well as additional
discretionary bonuses as may be determined from time to time by the Compensation Committee, and is entitled to severance pay equal
to six months of his annual base salary in the event his employment is terminated without cause. The severance payments would
be made in equal installments over six months and are contingent upon his execution of a satisfactory severance and release agreement.
Mr. Newton receives a monthly automobile allowance of $1,000 and is eligible to participate in our employee benefit plans that
are generally available to similarly situated employees.



In
addition to the above discussed agreements, under the terms of our option and RSU agreements with our executive officers, upon
the occurrence of a change of control of our company, subject to certain limitations, all of the unvested stock options and RSUs
for Messrs. Khulusi, LaVerne and Newton will become fully vested.



The
RSUs held by Mr. Miley provide that in the event of a change of control in which Mr. Miley’s RSUs are not assumed or replaced,
a portion of his unvested RSUs then outstanding will become vested upon the change of control in an amount equal to two years
of accelerated vesting. In the event Mr. Miley’s RSUs are assumed or replaced (by a comparable award) in connection with
a change of control transaction, Mr. Miley is entitled to accelerated vesting of his then unvested outstanding RSUs in an amount
equal to one year of accelerated vesting. Mr. Miley is further entitled to full acceleration of vesting following a change of
control with respect to any remaining portion of the unvested RSUs which do not accelerate upon the change of control as described
above and which are assumed or replaced in the transaction if his employment is terminated by the successor entity without cause
or by Mr. Miley for “good reason” within twelve (12) months of the change of control.



The
stock options and RSUs held by Mr. Abuyounes provide that, in the event of a change of control, a portion of the unvested options
and RSUs then outstanding in the amount of one year plus a quarter of accelerated vesting will become vested if the option or
RSU is not assumed or replaced (by an option, RSU or comparable cash incentive) by the successor entity as part of such transaction
or, if assumed or replaced, his employment is terminated by the successor entity without cause or by Mr. Abuyounes for “good
reason” within twelve (12) months of the change of control.



13







The
employment agreements and severance and change-in-control benefits provided to our executives under these agreements were approved
by our Compensation Committee or full Board following our negotiations with our executive officers and were determined to be reasonable
and necessary in order to hire and retain these individuals. Mr. Khulusi’s agreement was originally executed in 1995 and
at that time we established certain change-in-control and severance protections for Mr. Khulusi. We believe that it is important
to provide continued professional stability to those executive-level employees who helped build our company and whose leadership
is important to our continued success. Further, we believe that the interests of our stockholders will be best served if the interests
of our most senior management are aligned with them. Providing change in control benefits, including the severance and share-based
award acceleration benefits, is designed to reduce the reluctance of senior management to pursue potential change of control transactions
that may be in the best interests of our stockholders. The severance and change-in-control benefits offered to our executive officers
did not affect the Compensation Committee’s determination of the total compensation, or any component of compensation, we
provided to our executive officers in 2015.



Copies
of each of the above-referenced employment agreements, as well as summaries of our executive bonus plans, are filed as exhibits
to our periodic reports filed with the Securities and Exchange Commission.



Perquisites
and Other Benefits



We
provide our executive officers, including our Chief Executive Officer, with perquisites that we believe are reasonable, competitive
and consistent with our overall executive compensation program. We believe that our perquisites help us to hire and retain qualified
executives. For additional information regarding perquisites we provided to each of our named executive officers please refer
to the “Summary Compensation Table” below.



Consideration
of Deductibility of Compensation



The
deductibility of compensation that may be paid to our executive officers is just one of many factors we consider in structuring
our compensation programs. Given our changing industry and business, as well as the competitive market for outstanding executives,
the Compensation Committee believes that it is important to retain the flexibility to design compensation programs consistent
with its overall executive compensation philosophy even if some executive compensation is not fully deductible. Accordingly, the
Compensation Committee reserves the right to approve elements of compensation for our officers that are not fully deductible.



14









EXECUTIVE
COMPENSATION



Summary
Compensation Table



The
following table sets forth the cash and non-cash compensation for fiscal years 2015, 2014 and 2013 awarded to or earned by our
Chief Executive Officer, our Chief Financial Officer and each of our other three most highly compensated executive officers serving
at the end of our most recent fiscal year whose total compensation exceeded $100,000. The individuals listed in the following
table are sometimes referred to as the “named executive officers.”



|Name and Principal Position                                 |  | Year |  | Salary  ($) |         |  | Bonus  ($) |   |         | Option Awards  ($)(3) |  |   | Stock Awards  ($)(3) |  |  | Non-Equity Incentive Plan
    Compensation |         |  | All Other Compensation
     ($) |   |         | Total  ($) | 
|----------------------------------------------------------- |  | ---- |  | ----------- | ------- |  | ---------- | - | ------- | --------------------- |  | - | -------------------- |  |  | ------------------------------------------ | ------- |  | ------------------------------- | - | ------- | ---------- | 
|                                                            |  |      |  |             |         |  |            |   |         |                       |  |   |                      |  |  |                                            |         |  |                                 |   |         |            | 
|Frank F. Khulusi                                            |  | 2015 |  | $           | 583,000 |  |            | $ | —       |                       |  | $ | —                    |  |  | $                                          | 686,700 |  |                                 | $ | 74,241  |            | 
|Chairman of the Board and Chief Executive Officer           |  | 2014 |  |             | 810,969 |  |            |   | —       |                       |  |   | 314,375              |  |  |                                            | 361,800 |  |                                 |   | 107,811 |            | 
|                                                            |  | 2013 |  |             | 833,000 |  |            |   | —       |                       |  |   | 266,479              |  |  |                                            | 275,400 |  |                                 |   | 337,636 |            | 
|                                                            |  |      |  |             |         |  |            |   |         |                       |  |   |                      |  |  |                                            |         |  |                                 |   |         |            | 
|Robert J. Miley(1)                                          |  | 2015 |  |             | 400,000 |  |            |   | —       |                       |  |   | —                    |  |  |                                            | 117,720 |  |                                 |   | 28,750  |            | 
|President                                                   |  | 2014 |  |             | 35,249  |  |            |   | 216,667 | (2)                   |  |   | —                    |  |  |                                            | 928,000 |  |                                 |   | —       |            | 
|                                                            |  |      |  |             |         |  |            |   |         |                       |  |   |                      |  |  |                                            |         |  |                                 |   |         |            | 
|Brandon H. LaVerne                                          |  | 2015 |  |             | 346,330 |  |            |   | 70,716  |                       |  |   | 65,583               |  |  |                                            | 117,720 |  |                                 |   | 13,342  |            | 
|Chief Financial Officer                                     |  | 2014 |  |             | 346,330 |  |            |   | 45,716  |                       |  |   | 87,354               |  |  |                                            | 120,600 |  |                                 |   | 19,375  |            | 
|                                                            |  | 2013 |  |             | 335,394 |  |            |   | 28,572  |                       |  |   | 69,087               |  |  |                                            | 68,850  |  |                                 |   | 77,822  |            | 
|                                                            |  |      |  |             |         |  |            |   |         |                       |  |   |                      |  |  |                                            |         |  |                                 |   |         |            | 
|Robert I. Newton                                            |  | 2015 |  |             | 342,900 |  |            |   | 187,160 |                       |  |   | 65,583               |  |  |                                            | 117,720 |  |                                 |   | —       |            | 
|Executive Vice President, Chief Legal Officer and Secretary |  | 2014 |  |             | 342,900 |  |            |   | 137,160 |                       |  |   | 87,354               |  |  |                                            | 120,600 |  |                                 |   | —       |            | 
|                                                            |  | 2013 |  |             | 333,266 |  |            |   | 137,160 |                       |  |   | 64,152               |  |  |                                            | 61,200  |  |                                 |   | —       |            | 
|                                                            |  |      |  |             |         |  |            |   |         |                       |  |   |                      |  |  |                                            |         |  |                                 |   |         |            | 
|Simon M. Abuyounes                                          |  | 2015 |  |             | 333,375 |  |            |   | 85,204  |                       |  |   | 65,583               |  |  |                                            | 117,720 |  |                                 |   | 12,843  |            | 
|Executive Vice President — IT and Operations                |  | 2014 |  |             | 333,375 |  |            |   | 44,006  |                       |  |   | 87,354               |  |  |                                            | 120,600 |  |                                 |   | 18,651  |            | 
|                                                            |  | 2013 |  |             | 327,353 |  |            |   | 27,503  |                       |  |   | 59,218               |  |  |                                            | 53,550  |  |                                 |   | 74,911  |            | 










|(1) |  | Mr.
    Miley joined our company on December 1, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Consists
    of a signing bonus and the pro-rated portion of Mr. Miley’s cash incentive award for 2014.                                                                                                                                                                                                                                                                                                                                                                                       
|(3) |  | Represents
    the aggregate grant date fair value of stock and option awards, valued in accordance with ASC 718, awarded to each of the
    named executive officers for each respective year. For a detailed discussion of the assumptions made in the valuation of stock
    and option awards, please see Notes 2 and 4 of our Notes to the Consolidated Financial Statements included in our original
    filing of this Annual Report on Form 10-K for the year ended December 31, 2015.
|(4) |  | Includes
    company matched 401(k) contributions on behalf of the executive and company sponsored award trip.                                                                                                                                                                                                                                                                                                                                                                                
|(5) |  | Includes
    company matched 401(k) contributions on behalf of the executive.                                                                                                                                                                                                                                                                                                                                                                                                                 
|(6) |  | Includes
    company matched 401(k) contributions on behalf of the executive and car allowance.                                                                                                                                                                                                                                                                                                                                                                                               
|(7) |  | Includes
    company matched 401(k) contributions on behalf of the executive, car allowance and company sponsored award trip.                                                                                                                                                                                                                                                                                                                                                                 



15







Grants
of Plan-Based Awards (2015)



The
following table sets forth information regarding equity awards granted to our named executive officers during the 2015 fiscal
year:



|Name               |  | Grant Date |  | All Other Stock
    Awards: Number of Shares or Stock Units (#) |        |     | All Other Option Awards:
    Number of Securities Underlying Options (#) |  |        | Exercise or Base
     Price of Option Awards ($/sh) |  |   | Grant Date Fair
    Value of Stock and Option Awards (3) | 
|------------------ |  | ---------- |  | --------------------------------------------------------------- | ------ | --- | ------------------------------------------------------------------------ |  | ------ | --------------------------------------------------- |  | - | -------------------------------------------------------- | 
|Frank F. Khulusi   |  | 09/11/2015 |  |                                                                 | 70,000 | (1) |                                                                          |  | —      |                                                     |  | $ | —                                                        | 
|Robert J. Miley    |  | 09/11/2015 |  |                                                                 | 12,000 | (1) |                                                                          |  | —      |                                                     |  |   | —                                                        | 
|Brandon H. LaVerne |  | 09/11/2015 |  |                                                                 | 12,000 | (1) |                                                                          |  | —      |                                                     |  |   | —                                                        | 
|                   |  | 09/11/2015 |  |                                                                 | —      |     |                                                                          |  | 15,000 | (2)                                                 |  |   | 9.81                                                     | 
|Robert I. Newton   |  | 09/11/2015 |  |                                                                 | 12,000 | (1) |                                                                          |  | —      |                                                     |  |   | —                                                        | 
|                   |  | 09/11/2015 |  |                                                                 | —      |     |                                                                          |  | 15,000 | (2)                                                 |  |   | 9.81                                                     | 
|Simon M. Abuyounes |  | 09/11/2015 |  |                                                                 | 12,000 | (1) |                                                                          |  | —      |                                                     |  |   | —                                                        | 
|                   |  | 09/11/2015 |  |                                                                 | —      |     |                                                                          |  | 15,000 | (2)                                                 |  |   | 9.81                                                     | 










|(1) | These
    RSUs vest 1/5 on May 20, 2016 with the remainder vesting annually in equal installments over four years, with full vesting
    on May 20, 2020.                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These
    options vest quarterly in equal installments over five years, with full vesting on September 11, 2020, and have a term of
    seven years.                                                                                                                                                                                                                                                          
|(3) | The
    grant date fair values of the stock and option awards granted were computed in accordance with ASC 718. For a detailed discussion
    of the assumptions made in the valuation of stock and option awards, please see Notes 2 and 4 of our Notes to the Consolidated
    Financial Statements included in our original filing of this Annual Report on Form 10-K for the year ended December 31, 2015.



16







Outstanding
Equity Awards at Fiscal Year-End (2015)



The
following table sets forth information regarding equity awards for each of our named executive officers outstanding as of December
31, 2015:



|                   |  | Option Awards |            |  | Stock Awards                                                            | 
|------------------ |  | ------------- | ---------- |  | ----------------------------------------------------------------------- | 
|Name               |  | Grant Date    |            |  | Number of Securities
    Underlying Unexercised Options (#) Exercisable | 
|Frank F. Khulusi   |  |               | 12/14/2007 |  |                                                                         | 
|                   |  |               | 07/31/2008 |  |                                                                         | 
|                   |  |               | 02/26/2010 |  |                                                                         | 
|                   |  |               | 06/10/2011 |  |                                                                         | 
|                   |  |               | 08/10/2012 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               |            |  |                                                                         | 
|Robert J. Miley    |  |               | 12/04/2014 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               |            |  |                                                                         | 
|Brandon H. LaVerne |  |               | 08/31/2007 |  |                                                                         | 
|                   |  |               | 07/31/2008 |  |                                                                         | 
|                   |  |               | 11/07/2008 |  |                                                                         | 
|                   |  |               | 08/21/2009 |  |                                                                         | 
|                   |  |               | 02/26/2010 |  |                                                                         | 
|                   |  |               | 06/10/2011 |  |                                                                         | 
|                   |  |               | 08/10/2012 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               |            |  |                                                                         | 
|Robert I. Newton   |  |               | 08/31/2007 |  |                                                                         | 
|                   |  |               | 07/31/2008 |  |                                                                         | 
|                   |  |               | 08/21/2009 |  |                                                                         | 
|                   |  |               | 02/26/2010 |  |                                                                         | 
|                   |  |               | 06/10/2011 |  |                                                                         | 
|                   |  |               | 08/10/2012 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               |            |  |                                                                         | 
|Simon M. Abuyounes |  |               | 08/31/2007 |  |                                                                         | 
|                   |  |               | 07/31/2008 |  |                                                                         | 
|                   |  |               | 11/07/2008 |  |                                                                         | 
|                   |  |               | 08/21/2009 |  |                                                                         | 
|                   |  |               | 02/26/2010 |  |                                                                         | 
|                   |  |               | 06/10/2011 |  |                                                                         | 
|                   |  |               | 08/10/2012 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2013 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 05/20/2014 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 
|                   |  |               | 09/11/2015 |  |                                                                         | 










| | (1) | These
                                         options vest quarterly in equal installments over five years.
| | --- | ------------------------------------------------------------------------------------------------------------

| | (2) | These
                                         RSUs vest annually in equal installments over five years.
| | --- | --------------------------------------------------------------------------------------------------------

| | (3) | These
                                         RSUs vest 1/5 on May 20, 2016 with the remainder vesting annually in equal installments
                                         over four years.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17







Option
Exercises and Stock Vested (2015)



The
following table provides information regarding each exercise of stock option awards and vesting of RSU awards for each of our
named executive officers during the fiscal year ended December 31, 2015:



|                   |  | Option Awards                                 |        |  | Stock Awards                          |  
|------------------ |  | --------------------------------------------- | ------ |  | ------------------------------------- | -
|Name               |  | Number of Shares Acquired
    on Exercise (#) |        |  | Value Realized on Exercise
    ($)(1) |  
|Frank F. Khulusi   |  |                                               | —      |  |                                       | $
|Robert J. Miley    |  |                                               | —      |  |                                       |  
|Brandon H. LaVerne |  |                                               | —      |  |                                       |  
|Robert I. Newton   |  |                                               | 15,513 |  |                                       |  
|Simon M. Abuyounes |  |                                               | 27,502 |  |                                       |  










|(1) | Value
    realized was computed by calculating the difference between the market price of our common stock at the exercise date and
    the exercise prices of the options exercised.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Potential
Payments Upon Termination or Change in Control (2015)



Provisions
of our employment and change of control arrangements with the named executive officers and our equity incentive plan or individual
award agreements thereunder provide for certain payments to our named executive officers at, following or in connection with a
termination of their employment or a change of control of PCM. See “Employment Agreements and Severance and Change-in-Control
Arrangements” in our Compensation Discussion and Analysis section above for a discussion of the specific circumstances that
would trigger payments under the employment agreements with our named executive officers.



The
agreements pursuant to which we granted stock options and RSUs to Mr. Khulusi, Mr. LaVerne and Mr. Newton provide for full acceleration
of vesting of their unvested awards in the event of a change of control of our company. The stock options and RSUs held by Mr.
Miley and Mr. Abuyounes provide that, in the event of a change of control, a portion of the unvested awards then outstanding will
become fully vested. See “Employment Agreements and Severance and Change-in-Control Arrangements” in our Compensation
Discussion and Analysis section above for a discussion of the specific circumstances and amount of equity award acceleration for
each of these executives.



18







Under
our stock incentive plans, a change of control is deemed to occur upon:



| | ● | the
    direct or indirect acquisition by any person or related group of persons of more than 50% of the total voting power of our
    outstanding stock;                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                              
| | ● | a
    change in the composition of our board over a period of 36 months or less such that a majority of our continuing directors
    cease to be members of our board;                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                              
| | ● | a
    merger or consolidation in which we are not the surviving entity or in which we survive as an entity but in which more than
    50% of the voting power of our outstanding securities are transferred to persons different from those who held such securities
    immediately prior to such merger; or
| |   |                                                                                                                                                                                                                                                                                                              
| | ● | the
    sale, transfer or other disposition of all or substantially all of our assets or our liquidation or dissolution.                                                                                                                                                                                     



The
table below sets forth the estimated payments that would be made to each of our named executive officers upon voluntary termination,
involuntary termination, a change of control, and death or permanent disability. The actual amounts to be paid out can only be
determined at the time of such named executive officer’s separation from PCM. The information set forth in the table assumes,
as necessary:



| | ● | The
    termination and/or the qualified change in control event occurred on December 31, 2015 (the last business day of our last
    completed fiscal year);                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                         
| | ● | The
    price per share of our common stock on the date of termination is $9.93 (the closing market price of our common stock on the
    Nasdaq Global Market on December 31, 2015); and
| |   |                                                                                                                                                                                         
| | ● | With
    respect to unvested equity awards, the awards are not assumed or replaced as described above and do not remain outstanding
    following the change of control.                



|Name                          |  | Voluntary Termination |           |        | Death or Permanent
    Disability |  |      | Change of Control |  |   | Involuntary Termination |       
|----------------------------- |  | --------------------- | --------- | ------ | --------------------------------- |  | ---- | ----------------- |  | - | ----------------------- | ------
|Frank F. Khulusi              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Employment Agreement          |  | $                     | 1,382,914 | (1)(2) |                                   |  | See( | 7)                |  | $ | 1,814,482               | (2)(3)
|Acceleration of Equity Awards |  |                       | —         |        |                                   |  | —    |                   |  |   | 1,413,266               | (8)   
|Total                         |  | $                     | 1,382,914 |        |                                   |  | —    |                   |  | $ | 3,227,748               |       
|                              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Robert J. Miley               |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Employment Agreement          |  |                       | —         |        |                                   |  | —    |                   |  |   | —                       |       
|Acceleration of Equity Awards |  |                       | —         |        |                                   |  | —    |                   |  | $ | 444,864                 | (8)   
|Total                         |  |                       | —         |        |                                   |  | —    |                   |  | $ | 444,864                 |       
|                              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Brandon H. LaVerne            |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Employment Agreement          |  |                       | —         |        |                                   |  | —    |                   |  |   | —                       |       
|Acceleration of Equity Awards |  |                       | —         |        |                                   |  | —    |                   |  | $ | 321,265                 | (8)   
|Total                         |  |                       | —         |        |                                   |  | —    |                   |  | $ | 321,265                 |       
|                              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Robert I. Newton              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Employment Agreement          |  |                       | —         |        |                                   |  | —    |                   |  |   | —                       |       
|Acceleration of Equity Awards |  |                       | —         |        |                                   |  | —    |                   |  | $ | 314,167                 | (8)   
|Total                         |  |                       | —         |        |                                   |  | —    |                   |  | $ | 314,167                 |       
|                              |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Simon M. Abuyounes            |  |                       |           |        |                                   |  |      |                   |  |   |                         |       
|Employment Agreement          |  |                       | —         |        |                                   |  | —    |                   |  |   | —                       |       
|Acceleration of Equity Awards |  |                       | —         |        |                                   |  | —    |                   |  | $ | 98,134                  | (8)   
|Total                         |  |                       | —         |        |                                   |  | —    |                   |  | $ | 98,134                  |       










|(1) |  | This
    severance benefit is provided pursuant to Mr. Khulusi’s employment agreement if his employment with us is terminated
    by Mr. Khulusi for “good reason,” as defined in his employment agreement, including if we choose to not renew
    the agreement.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Estimated
    severance payment is to be made in a single lump sum payment upon the termination or change of control, as applicable, subject
    to compliance with Section 409A of the Internal Revenue Code.                                                    



19







|(3) |  | Pursuant
    to the terms of his employment agreement, to the extent the severance payment payable to Mr. Khulusi in the event of a change
    of control, either alone or together with other payments he has the right to receive from us, would not be deductible (in
    whole or in part) by us as a result of the payment constituting a “parachute payment” under Section 280G of the
    Internal Revenue Code, the severance payment will be reduced to the maximum deductible amount under the Code.                                                                                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) |  | The
    amount indicated reflects payments upon a termination not for cause. In the event of the individual’s termination for
    cause, no payment would be payable, except that pursuant to Mr. Khulusi’s employment agreement, if he is terminated
    for cause (which may occur upon 30 days’ advance written notice), he is to be paid his salary through the end of the
    notice period.                                                                                                                                                                                                                                                          
|(5) |  | Severance
    payment is to be made in one lump sum in the first payroll period after a properly executed release, as defined in Mr. Miley’s
    employment agreement, becomes irrevocable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) |  | Severance
    payments are to be made in equal installments over a period of six months following the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(7) |  | Upon
    executive’s death, we are required to pay to executive’s beneficiaries or estate the compensation to which he
    is entitled through the end of the month in which death occurs. Upon executive’s disability, which in the sole opinion
    of the Board, if executive is not able to properly perform his duties for more than 270 days in the aggregate or 180 consecutive
    days in any twelve month period, then executive’s employment shall terminate on the last day of the month in which the
    Board determines executive to be disabled and be entitled to executive’s compensation through executive’s last
    day of employment.
|(8) |  | Represents
    the value of outstanding stock options and RSUs as of December 31, 2015 that would vest upon consummation of a change in control.
    Assumes that the vested options are immediately exercised and the shares received upon exercise are immediately resold at
    the assumed per share price on the date of termination. For details regarding acceleration terms for each of the named executive,
    please see “Employment Agreements and Severance and Change-in-Control Arrangements” in our Compensation Discussion
    and Analysis section above.                                                                                



Director
Compensation (2015)



The
following table provides information regarding the compensation earned for services performed for us as a director by each member
of our board of directors, other than directors who are also named executive officers, during the fiscal year ended December 31,
2015:



|Name                 |  | Fees Earned or Paid in
    Cash |        |  | Stock Awards (1)(2) |   |        | Total | 
|-------------------- |  | ------------------------------- | ------ |  | ------------------- | - | ------ | ----- | 
|Thomas A. Maloof (3) |  | $                               | 75,000 |  |                     | $ | 59,700 |       | 
|Ronald B. Reck (3)   |  |                                 | 75,000 |  |                     |   | 59,700 |       | 
|Paul C. Heeschen (3) |  |                                 | 67,500 |  |                     |   | 59,700 |       | 










|(1) |  | Represents
    the aggregate grant date fair value of stock awards, valued in accordance with ASC 718, awarded to each of the directors during
    the 2014 fiscal year. For a detailed discussion of the assumptions made in the valuation of stock awards, please see Notes
    2 and 4 of our Notes to the Consolidated Financial Statements included in our original filing of this Annual Report on Form
    10-K for the year ended December 31, 2015.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | In
    2015, each of our non-employee directors was awarded 6,000 RSUs, which vest annually over a two year period.                                                                                                                                                                                                                                                                                                                                         
|(3) |  | In
    2015, there were no grants of stock option awards to any our non-employee directors. Each of our non-employee directors had
    the following aggregate number of option awards outstanding and vested as of December 31, 2015: Mr. Maloof —30,000,
    Mr. Reck — 30,000 and Mr. Heeschen — 30,000; and the following aggregate number of unvested RSUs as of December
    31, 2015: Mr. Maloof —9,000, Mr. Reck — 9,000 and Mr. Heeschen — 9,000.  



Each
of our non-employee members of the Board receives an annual Board retainer of $50,000, plus an annual retainer of $10,000 for
service on the Audit Committee and $7,500 for service on the Compensation Committee of the Board on which he or she serves. The
chairperson of each of our Audit and Compensation Committees will also receive an additional annual retainer of $15,000 and $7,500,
respectively. Directors who are employed by us or any of our affiliates are not paid any additional compensation for their service
on our board of directors. We reimburse each of our directors for reasonable out-of-pocket expenses that they incur in connection
with attending board or committee meetings. We have entered into indemnification agreements with each of our directors, a form
of which has been filed as an exhibit to our periodic reports filed with the Securities and Exchange Commission.



Our
directors are also eligible to participate in our equity incentive plans, which are administered by our Compensation Committee
under authority delegated by our board of directors. The terms and conditions of option and stock bonus grants to our non-employee
directors under our equity incentive plans are and will be determined in the discretion of our Compensation Committee, consistent
with the terms of the applicable plan.



On
May 20, 2015, our Compensation Committee approved and granted, under our 2012 Equity Incentive Plan, 6,000 RSUs to each of our
non-employee members of the Board for a total award of 18,000 RSUs. The RSUs each vest annually in equal amounts over a two year
period from the date of grant. We valued the RSUs at fair value in accordance with ASC 718 as of the grant date. See footnotes
1 and 2 in the table above for more information.



20







Compensation
Committee Interlocks and Insider Participation



Mr.
Reck and Mr. Heeschen served as members of our Compensation Committee during the fiscal year ended December 31, 2015. There are
no Compensation Committee interlocks between us and other entities involving our executive officers and Board members who serve
as executive officers of such companies.



COMPENSATION
COMMITTEE REPORT



The
Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis with management. Based
on its review and discussions with management, the Committee recommended to our Board that the Compensation Discussion and Analysis
be included in our Form 10-K for the year ended December 31, 2015 and our Proxy Statement for the 2016 Annual Meeting of Stockholders.



The
Compensation Committee





Ronald
B. Reck (Chair)

Paul
C. Heeschen



21







|TEM
    12. |  | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|----------- |  | --------------------------------------------------------------------------------------------------



The
following table sets forth certain information regarding the beneficial ownership of our common stock as of April 18, 2015 by:
(i) each of the executive officers listed in the Summary Compensation Table in this proxy statement (sometimes referred to herein
as the “named executive officers”); (ii) each director; (iii) all of our current directors and executive officers
as a group; and (iv) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common
stock. Percentage of ownership is based on an aggregate of 11,720,696 shares of our common stock outstanding on April 18, 2015.
The table is based upon information provided by officers, directors and principal stockholders, as well as upon information contained
in Schedules 13D and 13G filed with the SEC. Except as otherwise indicated, and subject to applicable community property laws,
the persons named in the table have sole voting and investment power with respect to all of the shares of our common stock beneficially
owned by them. Unless otherwise indicated, the address for each person is: c/o PCM, Inc., 1940 E. Mariposa Avenue, El Segundo,
CA 90245.



|Name of Beneficial Owner                                           |  | Number of Shares Beneficially
    Owned |           |      | Percentage of Shares Beneficially
    Owned | 
|------------------------------------------------------------------ |  | --------------------------------------- | --------- | ---- | ------------------------------------------- | 
|5% or Greater Stockholders:                                        |  |                                         |           |      |                                             | 
|Royce & Associates, LLC(1)                                         |  |                                         | 1,000,988 |      |                                             | 
|Dimensional Fund Advisors LP(2)                                    |  |                                         | 868,164   |      |                                             | 
|Jonathan L. Kimerling(3)                                           |  |                                         | 855,808   |      |                                             | 
|Amre A. Youness(4)                                                 |  |                                         | 622,000   |      |                                             | 
|Firoz Lalji(5)                                                     |  |                                         | 592,103   |      |                                             | 
|Perritt Capital Management, Inc.(6)                                |  |                                         | 589,780   |      |                                             | 
|                                                                   |  |                                         |           |      |                                             | 
|Directors and Named Executive Officers:                            |  |                                         |           |      |                                             | 
|Frank F. Khulusi                                                   |  |                                         | 2,964,124 | (7)  |                                             | 
|Robert J. Miley                                                    |  |                                         | 14,884    | (8)  |                                             | 
|Brandon H. LaVerne                                                 |  |                                         | 197,194   | (9)  |                                             | 
|Robert I. Newton                                                   |  |                                         | 165,957   | (10) |                                             | 
|Simon M. Abuyounes                                                 |  |                                         | 236,087   | (11) |                                             | 
|Thomas A. Maloof                                                   |  |                                         | 105,500   | (12) |                                             | 
|Ronald B. Reck                                                     |  |                                         | 80,966    | (13) |                                             | 
|Paul C. Heeschen                                                   |  |                                         | 109,164   | (14) |                                             | 
|All current directors and executive officers as a group(8 persons) |  |                                         | 3,873,876 | (15) |                                             | 










|*    |  | Less
    than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  |  | Based
    on information contained in Schedule 13G/A filed on January 20, 2016 by Royce & Associates LLC, Royce & Associates
    LLC has sole voting and dispositive power with respect to 1,000,988 shares of our common stock. The address for Royce &
    Associates LLC is 745 Fifth Avenue, New York, NY, 10151.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2)  |  | Based
    on information contained in Schedule 13G/A filed on February 9, 2016 by Dimensional Fund Advisors LP. Dimensional Fund Advisors
    LP has sole voting power with respect to 847,059 shares of our common stock and sole dispositive power with respect to 868,164
    shares of our common stock. According to the Schedule 13G/A, Dimensional Fund Advisors LP furnishes investment advice to four
    registered investment companies and serves as investment manager to certain other commingled group trusts and separate accounts,
    collectively known as the “Funds.” In its role as investment advisor, sub-adviser and/or manager, neither Dimensional
    Fund Advisors LP nor its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over
    the securities of PCM that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of PCM held
    by the Funds. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.
|(3)  |  | Based
    on information contained in Schedule 13D/A filed on July 2, 2013 by Jonathan L. Kimerling and Four Leaf Management, LLC, Jonathan
    L. Kimerling has sole voting and dispositive power with respect to 66,300 shares of our common stock, shared voting and dispositive
    power with respect to 15,000 shares of our common stock held in trust of Mr. Kimerling’s children that he may be deemed
    to beneficially own, and Four Leaf Management, LLC has shared voting and dispositive power with respect to 774,508 shares
    of our common stock. Mr. Kimerling is the sole managing member of Four Leaf Management LLC. The address for Mr. Kimerling
    and Four Leaf Management LLC is c/o Jonathan L. Kimerling, 2968 Cherokee Road, Birmingham, Alabama 35223.                                                                                                                                                                                                                                                                
|(4)  |  | The
    address for Mr. Youness is 310 North Lake Avenue, Pasadena, California 91101.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5)  |  | Based
    on information contained in Schedule 13D filed on March 13, 2014 jointly by Firoz Lalji and Najma Lalji, both having shared
    voting and dispositive power with respect to 592,103 shares of our common stock. The address for Firoz Lalji, Chairman of
    Zones, Inc., is 1102 15thStreet SW, Suite 102, Auburn, Washington 98001. The address for Najma Lalji, wife of
    Firoz Lalj and principal of the FANA Group of Companies, is 10655 NE 4th Street, Suite 700, Bellevue, Washington
    98004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6)  |  | Based
    on information contained in Schedule 13G/A filed on February 11, 2013 by Perritt Capital Management, Inc. Perritt Capital
    Management, Inc. has sole voting and sole dispositive power with respect to 24,780 shares of our common stock and shared voting
    power with respect to 565,000 shares of our common stock. According to the Schedule 13G/A, Perritt Capital Management, Inc.
    is the investment adviser to Perritt MicroCap Opportunities Fund, Inc. and its sole series, Perritt MicroCap Opportunities
    Fund, and to Perritt Funds, Inc. and its sole series, Perritt Ultra MicoCap Fund. The address for Perritt Capital Management,
    Inc. is 300 South Wacker Drive, Suite 2880, Chicago, Illinois 60606.                                                                                                                                                                                                                                                                                                        
|(7)  |  | Consists
    of 2,538,224 shares held by the Khulusi Family Revocable Trust dated November 3, 1993 and 397,500 shares underlying options
    which are presently vested or will vest within 60 days of April 18, 2016 and 28,400 shares underlying RSU awards that will
    vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(8)  |  | Includes
    2,400 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(9)  |  | Includes
    186,650 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,600 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(10) |  | Includes
    146,050 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,400 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(11) |  | Includes
    175,450 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,200 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(12) |  | Includes
    20,000 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,000 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(13) |  | Includes
    30,000 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,000 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(14) |  | Includes
    30,000 shares issuable upon exercise of stock options which are presently vested or will vest within 60 days of April 18,
    2016 and 6,000 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(15) |  | This
    figure includes an aggregate of 985,650 shares issuable upon exercise of stock options which are presently vested or will
    vest within 60 days of April 18, 2016 and 68,000 shares underlying RSU awards that will vest within 60 days of April 18, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



22







Equity
Compensation Plan Information



The
following table sets forth information about shares of our common stock that may be issued upon exercise of options, warrants
and vesting of stock awards under all of our equity compensation plans as of December 31, 2015:



|Plan Category                                              |  | Number of Securities to
    be Issued Upon Exercise of Outstanding Options, Warrants and Rights |           |  | Weighted-Average Exercise
    Price of Outstanding Options, Warrants and Rights |   |      | Number of Securities
    Remaining Available for Future Issuance  Under Equity Compensation Plans | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------- | 
|Equity Compensation
    Plans Approved by Security Holders |  |                                                                                                 | 2,269,055 |  |                                                                                 | $ | 7.62 | (1)                                                                                               | 










|(1) |  | The
    weighted average exercise price is calculated solely on the exercise price of the outstanding options and does not reflect
    outstanding RSUs, which have no exercise price.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Represents
    shares available for issuance under our 2012 Equity Incentive Plan as of December 31, 2015.                                                                            



23







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Review,
Approval or Ratification of Transactions with Related Persons



As
required by the rules of the Nasdaq Stock Market and pursuant to our Audit Committee Charter, we conduct an appropriate review
of all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions
must be approved by the Audit Committee or another independent body of the board. For purposes of this review, “related
party transactions” include all transactions that are required to be disclosed pursuant to SEC regulations. As a part of
this process, our general counsel reviews and monitors the terms and conditions of all related party transactions and informs
the Audit Committee of any proposed transaction that is deemed a related party transaction. In cases in which a proposed transaction
has been identified as a related party transaction, management presents information regarding the proposed related party transaction
to the Audit Committee or another body of independent directors for consideration and approval. In considering related party transactions,
the Audit Committee takes into account the fairness of the proposed transaction to the Company and whether the terms of such transaction
are at least as favorable to our company as we would receive or be likely to receive from an unrelated third party in a comparable
or substantially comparable transaction.



Certain
Relationships and Related Transactions



We
have entered into indemnification agreements with each of our current directors and executive officers that provide the maximum
indemnity available to directors and officers under Section 145 of the Delaware General Corporation Law and our amended and restated
certificate of incorporation, as well as certain procedural protections. We have also entered into transactions with certain of
our directors and officers, as described under the section “Executive Compensation.”



Sam
U. Khulusi, the brother of Frank F. Khulusi, was employed as a Senior Vice President of PCM Logistics, LLC, a wholly-owned subsidiary
of PCM, in fiscal years 2014 and 2015. In fiscal years 2014 and 2015, Sam U. Khulusi earned compensation in the amount of $220,000
each year and he did not earn any bonus during 2014 and 2015. Sam U. Khulusi is eligible to participate in our employee benefit
plans that are generally available to similarly situated employees.



Simon
M. Abuyounes, the brother-in-law of Frank F. Khulusi, was employed as the President of PCM Logistics, LLC in fiscal year 2013
and was appointed as Executive Vice President – IT, Operations and Commercial Sales of PCM, Inc. in April 2014, and currently
serves as Executive Vice President – IT and Operations. Compensation paid to Mr. Abuyounes in fiscal years 2013, 2014
and 2015, and our agreements with respect to his severance arrangements with our company are described under the section “Executive
Compensation.” Mr. Abuyounes is also eligible to participate in our employee benefit plans that are generally available
to similarly situated employees.



We
believe that each of the transactions and agreements described above contain comparable terms to those we could have obtained
from unaffiliated third parties.



Director
Independence



Nasdaq
listing standards require that a majority of the members of a listed company’s board of directors qualify as “independent,”
as affirmatively determined by the board of directors. After review of all of the relevant transactions or relationships between
each director (and his family members) and us, our senior management and our independent registered public accounting firm, our
Board of Directors has affirmatively determined that each of Mr. Maloof, Mr. Heeschen and Mr. Reck is “independent”
within the meaning of the applicable Nasdaq listing standards.



Each
member of our Board of Directors serving on our Audit, Compensation and Nominating and Corporate Governance committees is “independent”
within the meaning of the applicable Nasdaq listing standards.



24







ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Principal
Auditor Fees and Services



The
following table sets forth the fees billed for services rendered by Deloitte & Touche LLP (“Deloitte”) for our
fiscal years ended December 31:



|Fees               |  | 2015 |           |  | 2014 |  
|------------------ |  | ---- | --------- |  | ---- | -
|Audit Fees         |  | $    | 1,746,748 |  |      | $
|Audit-Related Fees |  |      | 578,564   |  |      |  
|Tax Fees           |  |      | 562,430   |  |      |  
|Total              |  | $    | 2,887,742 |  |      | $



Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our annual financial statements included
in our annual reports on Form 10-K and review of our financial statements included in our quarterly reports on Form 10-Q, as well
as for services that are normally provided in connection with statutory and regulatory filings or engagements. Audit fees include
services rendered and billed relating to the audit of our internal control over financial reporting and the related attestation
report on the effectiveness of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act
of 2002.



Audit-Related
Fees. Audit-related fees include fees for assurance or related services regarding the audit or review of our financial
statements, other than those reported above under the caption “Audit Fees.” In 2015, audit-related fees were related
to M&A due diligence work associated with our three acquisitions completed in 2015.



Tax
Fees. Tax fees consist of fees for professional services rendered for tax compliance, tax advice or tax planning.



All
Other Fees. Deloitte did not provide us, or bill us for, any products or services in 2014 and 2015, other than the services
performed in connection with the fees reported under the captions “Audit Fees,” “Audit-Related Fees” and
“Tax Fees” above.



Audit
Committee Pre-Approval Policy



The
audit committee of our board of directors has adopted a policy requiring that all services provided to us by our approved independent
registered accounting firm be pre-approved by the audit committee. The policy pre-approves specific types of services that the
independent registered accounting firm may provide us if the types of services do not exceed specified cost limits. Any type of
service that is not clearly described in the policy, as well as any type of described service that would exceed the pre-approved
cost limit set forth in the policy, must be explicitly approved by our audit committee prior to any engagement with respect to
that type of service. Our audit committee reviews the pre-approval policy and establishes fee limits annually, and may revise
the list of pre-approved services from time to time.



Additionally,
our audit committee delegated to its chairman the authority to explicitly pre-approve engagements with our independent registered
accounting firm, provided that any pre-approval decisions must be reported to our audit committee at its next scheduled meeting.
If explicit pre-approval is required for any service, our Chief Financial Officer and our independent registered accounting firm
must submit a joint request to the audit committee, or its authorized delegate, describing in detail the specific services proposed
and the anticipated costs of those services, as well as a statement as to whether and why, in their view, providing those services
will be consistent with the SEC’s rules regarding auditor independence.



25







PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)
The following documents are filed as part of this report:



| | (1) | Financial
    Statements — See Part II, Item 8 — Financial Statements of our original filing of this Form 10-K.                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                          
| | (2) | Financial
    Statement Schedule II — Valuation and Qualifying Accounts — See Part IV, Item 15 — Exhibits and Financial
    Statement Schedules of our original filing of this Form 10-K.
| |     |                                                                                                                                                                                          
| | (3) | Exhibits
    — The following exhibits are filed or incorporated herein by reference as part of this report:                                                                              



|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1*          |  | Asset
    Purchase Agreement, dated March 12, 2015, by and among PCM Sales Acquisition, LLC, PCM, Inc., En Pointe Technologies Sales,
    Inc., Attiazaz “Bob” Din, and Michael Rapp (incorporated herein by reference to Exhibit 2.1 to the Company’s
    Current Report on Form 8-K/A, dated April 1, 2015, filed with the Commission on April 29, 2015)                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.2*
    ++   |  | Asset
    Purchase Agreement, dated November 17, 2015, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax Inc., and
    TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc., Global Computer
    Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software Licensing Center,
    Inc. and Pocahontas Corp.                                                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.3*
    ++   |  | Amendment
    No. 1 to Asset Purchase Agreement, dated December 1, 2015, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax
    Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc.,
    Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software
    Licensing Center, Inc. and Pocahontas Corp.                                   
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.4*
    ++   |  | Amendment
    No. 2 to Asset Purchase Agreement, dated January 2, 2016, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax
    Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc.,
    Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software
    Licensing Center, Inc. and Pocahontas Corp.                                    
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.5*
    ++   |  | Amendment
    No. 3 to Asset Purchase Agreement, dated February 14, 2016, by and among PCM Sales, Inc. (as successor to Intelligent IT,
    Inc.), Acrodex Inc., PCM, Inc., Systemax Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc.,
    Infotel Distributors Inc., Tek Serv Inc., Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North
    American Tech Holdings, LLC, Software Licensing Center, Inc. and Pocahontas Corp.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1           |  | Amended
    and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1(C) to the Company’s Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2003 filed with the Commission on November 14, 2002)                                                                                                                                                                                                                                         
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2           |  | Amended
    and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for
    the year ended December 31, 2012 filed with the Commission on March 18, 2013)                                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.3           |  | Certificate
    of Ownership and Merger merging PCM, Inc. with and into PC Mall, Inc. effective December 31, 2012 (incorporated herein by
    reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2013)                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.4           |  | Certificate
    of Secretary certifying amendment of Bylaws effective December 31, 2012 (incorporated herein by reference to Exhibit 3.2 to
    the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2013)                                                                                                                                                                                                                                                        
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1**        |  | Amended
    and Restated 1994 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly
    Report on Form 10-Q for the period ended June 30, 2010 filed with the Commission on August 9, 2010)                                                                                                                                                                                                                                                       
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2**        |  | Employment
    Agreement, dated January 1, 1995, between Creative Computers, Inc. and Frank F. Khulusi (incorporated herein by reference
    to the Company’s Registration Statement on Form S-1, declared effective on April 4, 1995 (the “1995 Form S-1”))                                                                                                                                                                                                                                  



26







|ExhibitNumber  |  | Description                                                                                                                                                                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3**         |  | Amendment
    to Employment Agreement made and entered into as of December 28, 2005, by and between PC Mall, Inc. and Frank F. Khulusi (incorporated
    herein by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
    filed with the Commission on March 31, 2006 (the “December 31, 2005 Form 10-K”))                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.4**         |  | Second
    Amendment to Employment Agreement made and entered into as of December 28, 2005, by and between PC Mall, Inc. and Frank F.
    Khulusi (incorporated herein by reference to Exhibit 10.33 to the December 31, 2005 Form 10-K)                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.5**         |  | Employment
    Agreement, dated June 8, 2004, between PC Mall, Inc. and Rob Newton (incorporated herein by reference to Exhibit 10.54 to
    the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the Commission on August
    11, 2004 (the “June 30, 2004 Form 10-Q”))                                                                           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.6**         |  | Amendment
    to Employment Agreement, dated March 22, 2005, between PC Mall, Inc. and Rob Newton (incorporated herein by reference to Exhibit
    10.2 to the Company’s Current Report on form 8-K filed with the commission on March 25, 2005)                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.7**         |  | Severance
    Agreement between AF Services, LLC and Brandon LaVerne (incorporated herein by reference to Exhibit 10.4 to the Company’s
    Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed with the Commission on November 14, 2007 (the
    “September 30, 2007 Form 10-Q”))                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.8**         |  | Form
    of Executive Non-Qualified Stock Option Agreement under 1994 Stock Incentive Plan (full acceleration upon change in control)
    (incorporated herein by reference to Exhibit 10.61 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2004 filed with the Commission on November 15, 2004 (the “September 30, 2004 Form 10-Q”))            
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.9**         |  | Form
    of Executive Non-Qualified Stock Option Agreement under 1994 Stock Incentive Plan (partial acceleration upon change in control)
    (incorporated herein by reference to Exhibit 10.62 to the September 30, 2004 Form 10-Q)                                                                                                                                                     
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.10**        |  | Form
    of Indemnification Agreement between PC Mall, Inc. and each of its directors and executive officers (incorporated herein by
    reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with
    the Commission on March 31, 2003)                                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.11**        |  | Form
    of Director Restricted Stock Bonus Award Agreement under 1994 Stock Incentive Plan (incorporated herein by reference to Exhibit
    10.3 to the September 30, 2007 Form 10-Q)                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.12          |  | Lease
    Agreement, dated September 1, 2003, between PC Mall, Inc. and Anderson Tully Company for the premises located at 4715 E. Shelby
    Drive, Memphis, TN (incorporated herein by reference to Exhibit 10.63 to the Company’s Annual Report on Form 10-K for
    the year ended December 31, 2004 filed with the Commission on March 31, 2005 (the “December 31, 2004 Form 10-K”))
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.13          |  | Renewal
    Letter for lease of property in Memphis, Tennessee, entered into on October 2, 2006 (incorporated herein by reference to Exhibit
    10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 6, 2006)                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.14          |  | Lease
    Agreement, dated June 11, 2003, among PC Mall, Inc., PC Mall Canada, Inc. and Canaprev, Inc. for the premises located at 1100,
    University, 2nd Floor, Montreal (Quebec) Canada (incorporated herein by reference to Exhibit 10.64 to the December 31, 2004
    Form 10-K)                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.15          |  | Addendum
    to Lease Agreement, dated January 26, 2004, between PC Mall, Inc., PC Mall Canada, Inc. and Canaprev, Inc. for premises located
    at 1100 University, Montreal, Quebec, Canada, dated January 26, 2004 (incorporated herein by reference to Exhibit 10.70 to
    the December 31, 2004 Form 10-K)                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.16          |  | Addendum
    No. 2, by and between Complexe Rue Universite S.E.C., PC Mall Canada, Inc. and PC Mall, Inc., dated January 10, 2008 (incorporated
    herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January
    15, 2008)                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.17**
    ++ |  | Summary
    of Executive Incentive Plan                                                                                                                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                          
|10.18**
    ++ |  | Summary
    of Executive Salary and Bonus Arrangements                                                                                                                                                                                                                                                                                                                                   



27







|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                             
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19**       |  | Amendment
    to Employment Agreement made and entered into as of December 30, 2008, by and between PC Mall, Inc. and Frank F. Khulusi (incorporated
    herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the Commission on March
    16, 2009)                                                                                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.20         |  | Renewal
    Letter, by and between WNI/Tennessee, L.P. and AF Services, LLC, dated September 30, 2009 (incorporated herein by reference
    to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 6, 2009)                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.21         |  | Purchase
    Agreement, dated as of March 16, 2012, by and between Sarcom Properties, Inc. and M2 Marketplace, Inc. (incorporated herein
    by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed
    with the Commission on May 10, 2012)                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.22**       |  | PC
    Mall, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on
    Schedule 14A for the Company’s 2012 Annual Meeting of Stockholders filed with the Commission on April 30, 2012)                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.23**       |  | Form
    of Grant Notice and Option Agreement under the 2012 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2
    to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed with the Commission on August
    9, 2012)                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.24+        |  | Third
    Amended and Restated Loan and Security Agreement, dated as of March 22, 2013, by and among PCM, Inc. and all of its domestic
    subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to Exhibit 10.1 to the
    Company’s Quarterly Report on Form 10-Q filed with the Commission on May 10, 2013)                           
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.25**       |  | Form
    of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (full acceleration upon change of control)
    (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission
    on May 24, 2013)                                                                                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.26**       |  | Form
    of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (partial acceleration upon change of control)
    (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission
    on May 24, 2013)                                                                                               
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.27         |  | First
    Amendment to Third Amended and Restated Loan and Security Agreement, dated May 17, 2013 (incorporated herein by reference
    to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 9, 2013)                                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.28         |  | Second
    Amendment to Third Amended and Restated Loan and Security Agreement, dated as of September 10, 2013, by and among PCM, Inc.
    and all of its domestic subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference
    to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 11, 2013)
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.29         |  | Third
    Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 24, 2014, by and among PCM, Inc. and
    all of its domestic subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to
    Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 28, 2014)         
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.30**       |  | Employment
    Agreement by and between PCM, Inc. and Robert J. Miley, dated October 31, 2014 (incorporated herein by reference to Exhibit
    10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 5, 2014)                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.31**       |  | Third
    Amendment to Employment Agreement by and between PCM, Inc. and Frank F. Khulusi, dated November 6, 2014 (incorporated herein
    by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed
    with the Commission on March 16, 2015 (the “2015 Form 10-K)                                                         
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.32         |  | Purchase
    Agreement, dated December 23, 2014, by and between Sarcom Properties, Inc. and PCM, Inc. (incorporated herein by reference
    to Exhibit 10.39 to the Company’s 2015 Form 10-K)                                                                                                                                                                                           
|              |  |                                                                                                                                                                                                                                                                                                                                                                                         
|10.34+        |  | Fourth
    Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 7, 2015, by and among PCM, Inc. and
    all of its domestic subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to
    Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 11, 2015)        



28







|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                             
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.35**       |  | PCM,
    Inc. 2012 Equity Incentive Plan, as amended effective July 21, 2015 (incorporated herein by reference to Appendix A to the
    Definitive Proxy Statement on Schedule 14A for the Company’s 2015 Annual Meeting of Stockholders filed with the Commission
    on June 19, 2015)
|              |  |                                                                                                                                                                                                                                                                                         
|10.36+
    ++ |  | Fourth
    Amended and Restated Loan and Security Agreement, dated as of January 19, 2016, by and among PCM, Inc. and all of its subsidiaries,
    certain lenders and Wells Fargo Capital Finance, LLC                                                                                 
|              |  |                                                                                                                                                                                                                                                                                         
|21.1++        |  | Subsidiaries
    of the Registrant as of December 31, 2015                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                                         
|23.1++        |  | Consent
    of Deloitte & Touche LLP                                                                                                                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                                                         
|31.1++        |  | Certification
    of the Chief Executive Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                         
|31.2++        |  | Certification
    of the Chief Financial Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a)                                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                         
|31.3          |  | Certification
    of the Chief Executive Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a), required to be filed as an exhibit to
    this Amendment No. 1                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                         
|31.4          |  | Certification
    of the Chief Financial Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a), required to be filed as an exhibit to
    this Amendment No. 1                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                         
|32.1++        |  | Certification
    of the Chief Executive Officer of PCM, Inc. pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act
    of 2002                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                         
|32.2++        |  | Certification
    of the Chief Financial Officer of PCM, Inc. pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act
    of 2002                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                         
|101.INS++     |  | XBRL
    Instance Document                                                                                                                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                                         
|101.SCH++     |  | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                                                                                                             
|              |  |                                                                                                                                                                                                                                                                                         
|101.CAL++     |  | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                               
|              |  |                                                                                                                                                                                                                                                                                         
|101.DEF++     |  | XBRL
    Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                                                         
|101.LAB++     |  | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                                         
|101.PRE++     |  | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                              










|*  | Exhibits
    and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish
    supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission. This agreement
    has been included to provide investors with information regarding its terms, however it is not intended to provide any other
    factual information about the parties. The agreement contains representations and warranties of the parties as of specified
    dates that are qualified by information in confidential disclosure schedules delivered in connection with signing the agreement.
    The assertions embodied in these representations and warranties were made solely for purposes of the agreement and may be
    subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover,
    certain representations and warranties may not be accurate or complete as of any specified date because they are subject to
    a contractual standard of materiality that is different from certain standards generally applicable to stockholders or were
    used for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, investors
    should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were
    made or otherwise.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | Management
    contract, or compensatory plan or arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|+  | Confidential
    portions omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential
    treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|++ | Previously
    filed as an exhibit to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 0-25790)
    filed with the Commission on March 15, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



***



29







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         | PCM,
    INC.
|------------------------ | -------------
|                         | (Registrant) 
|                         |              
|Date:
    April 28, 2016 | By:          
|                         |              
|                         |              
|                         |              



30







PC
MALL, INC.



EXHIBIT
INDEX



|ExhibitNumber |  | Description                                                                                                                                                          
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                      
|31.3          |  | Certification
    of the Chief Executive Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a), required to be filed as an exhibit to
    this Amendment No. 1
|              |  |                                                                                                                                                                      
|31.4          |  | Certification
    of the Chief Financial Officer of PCM, Inc. pursuant to Exchange Act Rule 13a-14(a), required to be filed as an exhibit to
    this Amendment No. 1



31