**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, 2010** |
| ** **                                           | ** ** | ** **                                                                                                 |
| **o**                                                | ** ** | **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**

 

----

 

**PC MALL, 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) |

 

**2555 West 190th Street, Suite 201, Torrance, CA 90504**

(Address of principal executive offices, including zip code)

 

**(310) 354-5600**

(Registrant’s telephone number, including area 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 o  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 o  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 o

 

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 o  No o

 

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.  o

 

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 o |   | Accelerated filer o         |
|--------------------------------|--------|----------------------------------|
|                           |   |                             |
| Non-accelerated filer x   |   | Smaller reporting company o |

 

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

 

As of June 30, 2010, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $40.4 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 26, 2011, the registrant had 12,404,573 shares of common stock outstanding.

 

 

 

----

 

**EXPLANATORY NOTE**

 

PC Mall, Inc. (“PC Mall,” “we” or “us”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 25, 2011 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.

 

----

 

**PC MALL, INC.**

 

**TABLE OF CONTENTS**

 
| ** **        | ** **                                                                                       | **Page**   |
|-------------------|--------------------------------------------------------------------------------------------------|------------|
| **PART III** | ** **                                                                                       | ** ** |
| Item 10      | Directors,   Executive Officers and Corporate Governance                                         | 1          |
| Item 11      | Executive   Compensation                                                                         | 3          |
| Item 12      | Security Ownership   of Certain Beneficial Owners and Management and Related Stockholder Matters | 18         |
| Item 13      | Certain   Relationships and Related Transactions, and Director Independence                      | 20         |
| Item 14      | Principal   Accounting Fees and Services                                                         | 21         |
| **PART IV**  | ** **                                                                                       | ** ** |
| Item 15      | Exhibits and   Financial Statement Schedules                                                     | 22         |
| Signatures        |                                                                                             | 26         |

 

----

 

**PC MALL, 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. At each annual meeting of stockholders, directors are elected to hold office until our next annual meeting of stockholders or until his successor is elected and qualified.

 

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 by each of our directors as of April 29, 2011, 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       |       | 44      |       | Chairman   of the Board, President and Chief Executive Officer |       | 1987                    |
| Thomas   A. Maloof(2)    |       | 59      |       | Director                                                       |       | 1998                    |
| Ronald   B. Reck(1)(2)   |       | 62      |       | Director                                                       |       | 1999                    |
| Paul   C. Heeschen(1)(2) |       | 54      |       | Director                                                       |       | 2006                    |

 

----

(1)      Member of our compensation committee.

(2)      Member of our audit committee.

 

*Frank F. Khulusi*is 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. 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. Maloof*has 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 11, 2005, Mr. Maloof served on the board of directors of our former subsidiary, eCOST.com, Inc. (Nasdaq: ECST). Mr. Maloof also serves as a director for Farmer Brothers Coffee (Nasdaq: FARM) and The Ensign Group (Nasdaq: ENSG). Mr. Maloof’s areas of relevant experience, qualifications, attributes or skills include extensive knowledge of the IT direct marketing and solutions industries; outside board experience with 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.

 

*Ronald B. Reck*has 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. 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.

 

1

----

 

*Paul C. Heeschen*has served as one of our directors since February 2006. Mr. Heeschen has served as a member of the board of directors of Diedrich Coffee, Inc. (Nasdaq: DDRX) since January 1996, was elected to serve as its chairman in February 2001 and served as its executive chairman from February 2010 to March 2010. Since 1995, Mr. Heeschen 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**

 

A list of our executive officers is included in Part I, Item 4A of our original filing of this Form 10-K under the caption “Executive Officers of the Registrant.”

 

**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.pcmall.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, 2010, all Section 16(a) filing requirements applicable to our officers, directors and ten percent stockholders were complied with, except for one late Form 4 filed by Kris Rogers one day late in February 2011 to report two transactions.

 

2

----

 

**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 bonuses, 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, 2010.

 

**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 stock and bonus 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 seniority of the individual, 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, and his understandings and beliefs of retention and motivational requirements for each such executive. After considering the input and recommendations of our Chief Executive Officer and the input of the independent compensation consultant 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 an 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 to our named executive officers.

 

3

----

 

In April 2010, the Compensation Committee engaged Towers Watson (formerly Towers Perrin), a nationally recognized compensation consulting firm, to advise the Committee on our 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. A similar competitive assessment and advice was provided by Towers Watson beginning in April 2007. The object of Towers Watson’s 2010 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 update prior assessments using more recent market data, particularly in light of the economic recession which negatively affected many companies in 2008 and 2009. 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;

 

·         provide independent recommendations to the Committee on Chief Executive Officer compensation; and

 

·         provide a review and assessment of the Company’s overall compensation program design, including short-term and long-term incentive practices.

 

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 reports were discussed by the Committee at regularly scheduled meetings of the Committee during the second and third quarters of 2010. These reports, together with input to the Committee from our Chief Executive Officer regarding incentive and retention of our other executive officers were considered by the Committee in establishing each of the components of executive compensation for fiscal year 2010. For the first two quarters of 2010, our executives who participated in our executive bonus plan in 2009 performed services without a new executive bonus plan with an understanding that the Compensation Committee was updating the executive compensation assessments with Towers Watson and that a new executive bonus plan was being developed which would include consideration of performance for the first two quarters of 2010. The timing of the 2010 compensation assessment was in part influenced by the Compensation Committee’s desire to obtain more current market data reflecting any changes that may have occurred in the market as a result of the general economic recession which negatively affected many companies in 2008 and 2009.

 

**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. 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 2010 fiscal year, each of our executive officers received cash compensation in the form of an annual base salary and cash bonuses, and each also received long-term incentive compensation in the form of stock option grants. 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 to be provided to each executive officer in 2010 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.

 

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 and Director Compensation” below for a detailed presentation of the specific compensation earned by each of our named executive officers in the 2010 fiscal year.

 

In assessing the competitiveness of our executive compensation, our Compensation Committee reviewed reports from Towers Watson, which developed comparable market compensation data using 2009/2010 proprietary market databases and surveys, and public proxy data reported for the year ended December 31, 2008, 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:

 

4

----

 

*Direct Peers:*  GSI Commerce, Inc., GTSI Corp., Insight Enterprises, Inc., PC Connection, Inc. and Systemax, Inc. .

 

*Other Peers:** *Agilysys, Inc., drugstore.com, NETGEAR, Inc., Netflix, Inc., Nu Horizons Electronics Corp., NutriSystems, Inc., Orbitz Worldwide, Inc, .Palm, Inc., Plantronics, Inc., Polycom, Inc, Richardson Electronics, Ltd., ScanSource, Inc., TESSCO Technologies, Inc, and 1-800-FLOWERS.com, Inc.

 

Several companies that were included in previous Towers Watson reports were not included in the 2010 report because they were either no longer publicly traded, had been or were in the process of being acquired, were not considered large enough to be included at the time of the 2010 assessment or had compensation practices not comparable to the peer group. The companies excluded from the 2010 Towers Watson report for these reasons were CDW Corporation, Foundry Networks, Inc., Gateway, Inc., Iomega Corp., Overstock.com, Inc. and Zones, Inc.

 

We include our direct competitors and other retail 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 2009/2010 Retail/Wholesale Industry Executive Compensation Database for companies with revenues between $500 million and $2,499 million and the 2009 US Mercer Benchmark Database - Retail and Wholesale for companies with revenues between $1 billion and $3 billion. Survey data was updated to May 2010 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 proxy data were combined to develop market competitive pay rates.

 

The Compensation Committee used the reports provided by Towers Watson, together with other market compensation data which included updated proxy information for the peer companies for fiscal year ended December 31, 2009, 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 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.

 

In setting the total compensation levels and each component of our executive compensation program for 2010, 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 2010 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.

 

**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 PC Mall. 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, no changes were made for fiscal year 2010 to the base salary rates (that is, the bi-weekly base salary rates) in effect for our named executive officers at the end of fiscal year 2009.

 

5

----

 

**Short-Term Incentive Compensation**

 

In August 2010, our Compensation Committee adopted our 2010 executive bonus plan to replace our 2009 bonus plan.  Each of our named executive officers is generally eligible to participate in our executive bonus plans, except that our General Counsel is eligible for bonus payments in accordance with his employment agreement and therefore does not participate in our executive bonus plans.  The 2010 executive bonus plan was designed to award annual cash bonuses to eligible officers only in the event we achieved annual financial goals for fiscal year 2010. The plan was intended to reward and motivate our executives and to align the interests of management with our stated objectives to focus on our profitability and increase shareholder value.

 

The following executive officers participated in the 2010 executive bonus plan, with applicable 2010 annual incentive targets under the plan indicated as a percentage of their respective base salary as follows: Mr. Khulusi, Chairman of the Board, Chief Executive Officer and President, 50% of base salary; Brandon H. LaVerne, Chief Financial Officer, 40% of base salary; Kristin M. Rogers, Executive Vice President of Sales and Marketing, 40% of base salary; and Joseph B. Hayek, Executive Vice President of Corporate Development (who became eligible to participate in the bonus plan beginning in the third quarter of 2010), 40% of base salary beginning in the third quarter of 2010.

 

The plan provides that it could have been funded at the above amounts if the company achieved 100% of a target of adjusted EBITDA for the 2010 calendar year. Adjusted EBITDA is defined under the plan as earnings before interest, taxes, depreciation and amortization, and adjusted for stock-based compensation and non-recurring special charges, if any, to be excluded from the calculation of EBITDA in the discretion of the Compensation Committee. Such adjustments were intended to allow the Committee to exclude expenses that it may determine do not allow for a fair comparison of performance in the applicable period or expenses, which it may determine are not in the control of the eligible executives. The Compensation Committee retains discretion to award less than the full amount of the bonuses permitted under the executive bonus plan as well as discretion as to the items to be excluded in the calculation of “adjusted income.” Historically, these excluded items have included stock-based compensation expense, litigation settlement charges and goodwill impairment charges. In determining bonus amounts payable for the 2010 fiscal year there were no excluded amounts.

 

The plan further provides for a minimum 2010 annual adjusted EBITDA for any incentive bonuses to be paid under the plan and contains incentive bonus decelerators based on performance below the performance target. If the company’s performance fell below the performance target, but was at least 90% of the performance target, the incentive bonuses would be reduced by a percentage of the incentive bonus target equal to two times the percentage points by which adjusted EBITDA fell below the performance target. For example, if the company achieved 90% of the performance target, incentive bonuses under the plan would be funded at 80% of the target incentive bonus amounts described above.  If the company achieved less than 90% of the performance target, the plan would not be funded and no incentive bonuses would be paid under the plan.

 

The plan also contains accelerators under which the incentive bonus amounts could exceed the above described target incentive bonus amounts. If the company’s performance was between 100% and 110% of the performance target, the incentive bonuses could be increased at a rate of two times the percentage points by which adjusted EBITDA exceeded 100% of the performance target.  For example, if the company achieved 110% of the performance target, the incentive bonuses could be paid at 120% of the above described incentive bonus target amounts. Additional accelerators were available if the company’s performance was between 111% and 130% of the performance target. In such event, in addition to the first accelerator described above for performance between 100% and 110% of the performance target, the incentive bonus amounts could be further increased by an additional four times the percentage points by which the performance target exceeded 110%, with a maximum funding of 200% of the incentive bonus targets. For example, if the company achieved 120% of the performance target, the plan could have been funded and incentive bonuses could be paid at 160% of the above described incentive bonus target amounts. If the company achieved 130% or more of the performance target, the plan could be funded and incentive bonuses paid at 200% of the above described incentive bonus target amounts.

 

Under the 2010 executive bonus plan, the Company achieved 101.97% of the 2010 annual Adjusted EBITDA target resulting in payouts to each of the participating executives equal to 103.93% of each of their eligible target bonuses under the plan.

 

6

----

 

The following table shows the 100% payout targets for each component of our new executive bonus plan effective for 2010 for each of our named executive officers participating in the executive bonus plan for such periods, together with the actual bonus amounts awarded for such periods:

 
| **Plan Participant** | ** ** | **PC Mall   Reported   Adjusted   EBITDA** | ** ** | **Target   Adjusted   EBITDA** | ** ** | **Bonus at   100%   Achievement** | ** ** | **Bonus at 90%   Achievement** | ** ** | **Awarded   Bonus at   101.97%   Achievement(1)** | ** ** | **Other   Bonus   Payments** | ** ** | **Total   Bonus   Payments** | ** ** |
|---------------------------|------------|-------------------------------------------------|------------|--------------------------------|------------|----------------------------------------|------------|------------------------------------------|------------|--------------------------------------------------------|------------|------------------------------|------------|------------------------------|------------|
| Frank F. Khulusi          |       | $                                               | 24,991,000 |                           | $          | 24,509,000                             |       | $                                        | 403,959    |                                                   | $          | 323,167                      |       | $                            | 419,848    |   | — |   | $ | 419,848 |   |
| Brandon H. LaVerne        |       | 24,991,000                                      |       | 24,509,000                     |       | 111,765                                |       | 89,412                                   |       | 116,161                                                |       | $                            | 30,781     | (2)                          | $          | 146,942 |   |
| Kristin M. Rogers         |       | 24,991,000                                      |       | 24,509,000                     |       | 135,765                                |       | 108,612                                  |       | 141,105                                                |       | —                       |       | 141,105                      |       |
| Joseph B. Hayek           |       | 24,991,000                                      |       | 24,509,000                     |       | 77,077                                 | (3)        | 56,662                                   |       | 80,109                                                 |       | 21,875                       | (4)        | 101,984                      |       |
|                           |            |                                                 |            |                                |            |                                        |            |                                          |            |                                                        |            |                              |            |                              |            |  |  |  |  |  |  |  |

 

----

| (1) |   | The   Company achieved 101.97% of the 2010 annual Adjusted EBITDA target, resulting   in payouts to each of the participating executives equal to 103.93% of each   of their eligible target bonuses in accordance with the terms of the 2010   executive bonus plan. |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Represents   a discretionary bonus awarded to Mr. LaVerne.                                                                                                                                                                                                       |
| (3) |   | Represents   bonus potential for the third and fourth quarters of 2010. Mr. Hayek   became eligible to participate in the 2010 executive bonus plan beginning in   the third quarter of 2010.                                                                    |
| (4) |   | Represents   bonus pursuant to Mr. Hayek’s bonus plan in effect prior to his   participation in the 2010 executive bonus plan.                                                                                                                              |

 

The Committee allocates available amounts under the plan to eligible executive officers based on maximum annual fixed percentages for each officer. The Compensation Committee has the authority under the plan to amend the percentage participation and additional cash bonus amounts from time to time in its sole discretion. In addition, the Compensation Committee has the discretion to reduce the amounts that would otherwise be payable to any participant for any period (including a complete elimination of all amounts identified under the tables above for the period). Any such reductions could have been based on quantitative or qualitative factors determined in the discretion of the Compensation Committee. Reductions in the maximum amounts paid to individual named executive officers have generally been made based on qualitative recommendations from our Chief Executive Officer (for executives other than the Chief Executive Officer). No such qualitative adjustments were made under the 2010 annual bonus plan.

 

In establishing the 2010 executive bonus plan, the Compensation Committee considered data and analysis contained in the reports provided to the Committee by the independent compensation consulting firm, together with qualitative input and recommendations of our Chief Executive Officer and historic participation of the executive officers in the executive bonus plans. Based on this data and analysis, the Committee determined that the amounts payable to the named executive officers in accordance with the executive bonus plan for 2010 would allow for a total cash compensation for each such officer within the peer group range for total cash compensation.

 

The bonuses paid to our General Counsel, Mr. Newton, and to our Executive Vice President of Corporate Development, Mr. Hayek for the first two quarters of 2010, were paid in accordance with their employment agreements, as such amounts have been increased from time to time by the Compensation Committee in its discretion. The total amount of bonus paid to Mr. Hayek (for the first two quarters of 2010) and Mr. Newton were based in part upon the Committee’s review of the total cash compensation data relative to the peer group provided in the reports to the Compensation Committee from the independent compensation consulting firm and in part upon the recommendation of our Chief Executive Officer after a qualitative evaluation of Mr. Newton’s and Mr. Hayek’s contributions to our company. In adopting the 2010 executive bonus plan, the Committee determined to include Mr. Hayek in the executive bonus plan for the third and fourth quarters of 2010 on a pro-rata basis.

 

**Long-Term Incentive Compensation**

 

Our long-term incentive compensation has historically consisted only of stock option grants, which are provided under our 1994 Stock Incentive Plan and administered by the Compensation Committee. We have made periodic grants of stock options 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.

 

7

----

 

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 2010, 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 to be granted during fiscal 2010 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 options 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, 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 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 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 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 reports of Towers Watson provided to the Compensation Committee in December 2007 and 2008 and in August of 2010 included long-term, non-cash incentive compensation market competitive data and analysis which was reviewed and considered by the Committee in determining the 2010 stock option grants to executives. This data and analysis contemplated the annualized expected value of option grants ultimately provided to our executive officers in 2010 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 2010 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 2010 to each executive officer when considered together with the total cash compensation for 2010 placed the level of 2010 total compensation for each executive officer within the market range.

 

**Timing, Pricing and Terms of Stock Option Awards**

 

We have generally considered option grants to our executive officers at regularly scheduled meetings of the Compensation Committee. Formal approval of stock option grants is obtained on the date of grant. We do not have, and do not intend to have, any program, plan or practice to time the grant of stock options 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 option grants have not historically contained performance vesting features.

 

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

 

**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 periodically, and was most recently increased by our Compensation Committee, effective March 27, 2011, from $807,919 to $833,000. Mr. Khulusi is eligible to participate in our employee benefit plans that are generally available to similarly situated employees.

 

8

----

 

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

 

Brandon H. LaVerne, our Chief Financial Officer, is an “at will” employee and is currently entitled to an annual base salary of $317,500. Mr. LaVerne is eligible to participate in our executive bonus 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. In January 2007, we entered into a severance agreement with Mr. LaVerne, pursuant to which Mr. LaVerne 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 his execution of a satisfactory severance and release agreement. Mr. LaVerne is eligible to participate in our employee benefit plans that are generally available to similarly situated employees.

 

9

----

 

In January 2000, we entered into an employment agreement with Kristin M. Rogers, our Executive Vice President, Sales and Marketing. Pursuant to Ms. Rogers’ employment agreement, her compensation includes (i) an annual base salary and (ii) an annual bonus based upon the achievement of goals mutually agreed upon by us and Ms. Rogers. Pursuant to the terms of our agreement with Ms. Rogers, she is an “at will” employee and is currently entitled to an annual base salary of $350,000. Ms. Rogers’ employment agreement also provides that in the event she is terminated by us without cause (as defined in her employment agreement), upon the execution of a separation agreement satisfactory to us, Ms. Rogers is entitled to receive a severance payment equal to six months of her base compensation and health insurance coverage for Ms. Rogers and her family for up to six months or for a shorter period if other employment is accepted by Ms. Rogers. The severance payments would be made in equal installments over the six month (or shorter) period, as applicable. Instead of receiving an annual bonus as set forth in her employment agreement, Ms. Rogers currently participates, in the discretion of our Compensation Committee, in our executive bonus plan. Ms. Rogers is entitled to receive a monthly automobile allowance, 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, General Counsel 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 and is currently entitled to an annual base salary of $317,500. Mr. Newton is currently eligible to receive an annual bonus of up to $127,000, as well as additional discretionary bonuses as 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 is eligible to participate in our employee benefit plans that are generally available to similarly situated employees.

 

In March 2008, we entered into an employment agreement with Joseph B. Hayek, our Executive Vice President of Corporate Development and Investor Relations. Pursuant to the terms of our agreement with Mr. Hayek, he is an “at will” employee and is currently entitled to an annual base salary of $263,000. Mr. Hayek is eligible to participate in our executive bonus 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, and Mr. Hayek 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, unless otherwise decided by the Company, and are contingent upon his execution of a satisfactory severance and release agreement. Mr. Hayek 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 agreements with our executive officers, upon the occurrence of (i) certain events resulting in a change of control of our company or (ii) certain major corporate transactions, all of the unvested stock options for our Chief Executive Officer, Chief Financial Officer, Executive Vice President and General Counsel and Executive Vice President of Corporate Development and Investor Relations will become fully vested and exercisable, subject to certain exceptions and limitations and a portion of the unvested stock options of our other executive officers will become vested and exercisable, subject to certain exceptions and limitations.

 

The employment agreements and severance and change-in-control benefits provided to our executives under these agreements were approved by our Compensation Committee 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 option 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 2010.

 

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.

 

10

----

 

**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.

 

**Policy Regarding Deductibility of Compensation**

 

Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to public companies for compensation over $1.0 million paid to the Chief Executive Officer or any of the other four most highly compensated executive officers. However, certain compensation meeting a tax law definition of “performance-based” is generally exempt from this deduction limit. We do not currently have a policy regarding qualification of cash compensation, such as salary and bonuses, for deductibility under Section 162(m). We have included provisions in the 1994 Stock Incentive Plan designed to enable grants of options and stock appreciation rights to executives affected by Section 162(m) to qualify as “performance-based” compensation. In fiscal year 2010, none of our executives were paid compensation subject to Section 162(m) at a level that exceeds the $1.0 million limit. The Compensation Committee believes that in certain circumstances factors other than tax deductibility take precedence when determining the forms and levels of executive compensation most appropriate and in the best interests of us and our stockholders. 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 may from time to time deem it appropriate to approve elements of compensation for certain officers that are not fully deductible.

 

11

----

 

**EXECUTIVE AND DIRECTOR COMPENSATION**

 

**Summary Compensation Table**

 

The following table sets forth the cash and non-cash compensation for fiscal years 2010, 2009 and 2008 awarded to or earned by our Chief Executive Officer, our Chief Financial Officer and each of our other three most highly compensated executive officers 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   ($)(1)** | ** ** | **Bonus   ($)** | ** ** | **Option   Awards   ($)(2)** | ** ** | **All Other   Compensation   ($)** | ** ** | **Total   ($)** | ** ** |
|-------------------------------------------------------------|------------|------------|------------|---------------------|------------|-----------------|------------|------------------------------|------------|-----------------------------------------|------------|-----------------|------------|
| ** **                                                  | ** ** | ** ** | ** ** | ** **          | ** ** | ** **      | ** ** | ** **                   | ** ** | ** **                              | ** ** | ** **      | ** ** |
| Frank F. Khulusi                                            |       | 2010       |       | $                   | 807,919    |            | $          | 419,815                      |       | $                                       | 352,891    |            | $          | 3,962 | (3) | $ | 1,584,587 |   |
| *President and CEO*                                         |       | 2009       |       | 776,845             |       | 111,682         |       | 599,720                      |       | 4,333                                   | (3)        | 1,492,580       |       |
| * *                                                    |       | 2008       |       | 806,982             |       | 113,671         |       | 693,609                      |       | 11,093                                  | (4)        | 1,625,355       |       |
|                                                        |       |       |       |                |       |            |       |                         |       |                                    |       |            |       |
| Brandon H. LaVerne                                          |       | 2010       |       | 279,414             |       | 146,152         |       | 80,203                       |       | 2,929                                   | (3)        | 508,698         |       |
| *Chief Financial Officer*                                   |       | 2009       |       | 268,667             |       | 35,268          |       | 136,300                      |       | 3,093                                   | (3)        | 443,328         |       |
| * *                                                    |       | 2008       |       | 241,875             |       | 28,000          |       | 281,989                      |       | 6,685                                   | (4)        | 558,549         |       |
|                                                        |       |       |       |                |       |            |       |                         |       |                                    |       |            |       |
| Kristin M. Rogers                                           |       | 2010       |       | 339,414             |       | 141,094         |       | 80,203                       |       | 10,007                                  | (5)        | 570,718         |       |
| *Executive   Vice President-Sales and Marketing*            |       | 2009       |       | 326,360             |       | 35,268          |       | 136,300                      |       | 10,042                                  | (5)        | 507,970         |       |
| * *                                                    |       | 2008       |       | 338,042             |       | 22,689          |       | 194,495                      |       | 13,890                                  | (6)        | 569,116         |       |
|                                                        |       |       |       |                |       |            |       |                         |       |                                    |       |            |       |
| Robert I. Newton                                            |       | 2010       |       | 304,414             |       | 120,500         |       | 80,203                       |       | 2,094                                   | (3)        | 507,211         |       |
| *Executive   Vice President, General Counsel and Secretary* |       | 2009       |       | 292,705             |       | 97,500          |       | 136,300                      |       | 2,106                                   | (3)        | 528,611         |       |
| * *                                                    |       | 2008       |       | 302,773             |       | 120,000         |       | 194,495                      |       | 6,936                                   | (4)        | 624,204         |       |
|                                                        |       |       |       |                |       |            |       |                         |       |                                    |       |            |       |
| Joseph B. Hayek(7)                                          |       | 2010       |       | 255,194             |       | 101,984         | (8)        | 80,203                       |       | 2,532                                   | (3)        | 439,913         |       |
| *Executive   Vice President-Corporate Development*          |       | 2009       |       | 245,377             |       | 40,625          |       | 136,300                      |       | 2,388                                   | (3)        | 424,690         |       |
|                                                             |            |            |            |                     |            |                 |            |                              |            |                                         |            |                 |            |  |  |  |  |  |

 

----

| (1) |   | The   amounts under the “Salary” column for 2009 include a reduction related to two   weeks of unpaid leave associated with a furlough program in place during   2009. Base salary amounts for the named executive officers in place for 2009   (without the furlough reduction) were as follows: Mr. Khulusi -   $807,919; Mr. LaVerne - $279,413; Ms. Rogers - $339,414;   Mr. Newton - $304,413; and Mr. Hayek - $255,193.                                                       |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | Represents   the aggregate grant date fair value of options, valued in accordance with   FASB ASC 718 (formerly SFAS 123R), 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 option awards, please see   Notes 2 and 3 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, 2010. |
| (3) |   | Includes   company matched 401(k) contributions on behalf of the executive.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (4) |   | Includes   medical and dental insurance premiums we subsidized through   November 2008 on behalf of the executive above and beyond pricing that   is available to the general employee population, and company matched   401(k) contributions on behalf of the executive.                                                                                                                                                                                                                                    |
| (5) |   | Includes   company matched 401(k) contributions on behalf of the executive and car   allowances.                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (6) |   | Includes   medical and dental insurance premiums we subsidized through   November 2008 on behalf of the executive above and beyond pricing that   is available to the general employee population, company matched   401(k) contributions on behalf of the executive and car allowances.                                                                                                                                                                                                                     |
| (7) |   | Mr. Hayek   joined our company in March 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| (8) |   | Mr. Hayek’s bonus includes $21,875 for the   first and second quarters of 2010 reflecting prorated amounts paid to   Mr. Hayek under his previous bonus arrangement which remained in place   for the first and second quarters of 2010, and $80,109 for the third and   fourth quarters of 2010 under the executive bonus plan in which   Mr. Hayek participated during those periods.                                                                                                            |

 

12

----

 

**Grants of Plan-Based Awards (2010)**

 
| **Name**           | ** ** | **Grant   Date** | ** ** | **All Other   Option   Awards:   Number of   Securities   Underlying   Options (#)(1)** | ** ** | **Exercise   or Base   Price of   Option   Awards   ($/sh)** | ** ** | **Grant Date   Fair   Value of   Option   Awards (2)** | ** ** |
|--------------------|------------|------------------|------------|--------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| Frank F. Khulusi   |       | 02/26/2010       |       | 110,000                                                                                                |       | $                                                                      | 4.66       |                                                                  | $          | 352,891 |   |
| Brandon H. LaVerne |       | 02/26/2010       |       | 25,000                                                                                                 |       | 4.66                                                                   |       | 80,203                                                                |       |
| Kristin M. Rogers  |       | 02/26/2010       |       | 25,000                                                                                                 |       | 4.66                                                                   |       | 80,203                                                                |       |
| Robert I. Newton   |       | 02/26/2010       |       | 25,000                                                                                                 |       | 4.66                                                                   |       | 80,203                                                                |       |
| Joseph B. Hayek    |       | 02/26/2010       |       | 25,000                                                                                                 |       | 4.66                                                                   |       | 80,203                                                                |       |
|                    |            |                  |            |                                                                                                        |            |                                                                        |            |                                                                       |            |  |  |

 

----

| (1) |   | These   options vest quarterly in equal installments over five years, with full   vesting on February 26, 2015, and have a term of ten years.                                                                                                                                                                                                                                                                                            |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | The   grant date fair values of the stock options granted were computed in   accordance with ASC 718 (formerly SFAS No. 123R). For a detailed   discussion of the assumptions made in the valuation of stock option awards,   please see Notes 2 and 3 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, 2010. |

 

13

----

 

**Outstanding Equity Awards at Fiscal Year-End (2010)**

 

The following table sets forth information regarding unexercised options for each of our named executive officers outstanding as of December 31, 2010.

 
| ** **         | ** ** | **Option Awards**                                                                      | ** ** |
|--------------------|------------|---------------------------------------------------------------------------------------------|------------|
| **Name**           | ** ** | **Number of   Securities   Underlying   Unexercised   Options (#)   Exercisable** | ** ** | **Number of   Securities   Underlying   Unexercised   Options (#)   Unexercisable** | ** ** | **Option   Exercise   Price ($)** | ** ** | **Option   Expiration   Date** | ** ** |
| Frank F. Khulusi   |       | 100,000                                                                                     |       | — |   | $ | 6.23 |   | 10/28/2014 |   |
|               |       | 67,500                                                                                      |       | 22,500 | (1) | 10.50 |   | 12/14/2017 |   |
|               |       | 50,625                                                                                      |       | 39,375 | (2) | 8.92 |   | 07/31/2018 |   |
|               |       | 32,500                                                                                      |       | 32,500 | (3) | 4.01 |   | 11/07/2018 |   |
|               |       | 34,375                                                                                      |       | 75,625 | (5) | 7.99 |   | 08/21/2019 |   |
|               |       | 16,500                                                                                      |       | 93,500 | (7) | 4.66 |   | 02/26/2020 |   |
|               |       |                                                                                        |       |   |   |   |   |   |   |
| Brandon H. LaVerne |       | 7,000                                                                                       |       | — |   | 5.02 |   | 11/21/2013 |   |
|               |       | 20,000                                                                                      |       | — |   | 6.36 |   | 05/24/2014 |   |
|               |       | 7,000                                                                                       |       | — |   | 4.49 |   | 06/29/2015 |   |
|               |       | 12,188                                                                                      |       | 2,812 | (4) | 12.27 |   | 08/31/2017 |   |
|               |       | 19,688                                                                                      |       | 15,312 | (2) | 8.92 |   | 07/31/2018 |   |
|               |       | 15,000                                                                                      |       | 15,000 | (3) | 4.01 |   | 11/07/2018 |   |
|               |       | 7,813                                                                                       |       | 17,187 | (5) | 7.99 |   | 08/21/2019 |   |
|               |       | 3,750                                                                                       |       | 21,250 | (7) | 4.66 |   | 02/26/2020 |   |
|               |       |                                                                                        |       |   |   |   |   |   |   |
| Kristin M. Rogers  |       | 40,000                                                                                      |       | — |   | 0.60 |   | 04/17/2011 |   |
|               |       | 27,500                                                                                      |       | — |   | 0.90 |   | 08/16/2012 |   |
|               |       | 40,000                                                                                      |       | — |   | 6.23 |   | 10/28/2014 |   |
|               |       | 50,000                                                                                      |       | — |   | 4.41 |   | 06/28/2015 |   |
|               |       | 16,250                                                                                      |       | 3,750 | (4) | 12.27 |   | 08/31/2017 |   |
|               |       | 11,250                                                                                      |       | 8,750 | (2) | 8.92 |   | 07/31/2018 |   |
|               |       | 15,000                                                                                      |       | 15,000 | (3) | 4.01 |   | 11/07/2018 |   |
|               |       | 7,813                                                                                       |       | 17,187 | (5) | 7.99 |   | 08/21/2019 |   |
|               |       | 3,750                                                                                       |       | 21,250 | (7) | 4.66 |   | 02/26/2020 |   |
|               |       |                                                                                        |       |   |   |   |   |   |   |
| Robert I. Newton   |       | 50,000                                                                                      |       | — |   | 6.92 |   | 06/08/2014 |   |
|               |       | 50,000                                                                                      |       | — |   | 4.41 |   | 06/28/2015 |   |
|               |       | 16,250                                                                                      |       | 3,750 | (4) | 12.27 |   | 08/31/2017 |   |
|               |       | 11,250                                                                                      |       | 8,750 | (2) | 8.92 |   | 07/31/2018 |   |
|               |       | 15,000                                                                                      |       | 15,000 | (3) | 4.01 |   | 11/07/2018 |   |
|               |       | 7,813                                                                                       |       | 17,187 | (5) | 7.99 |   | 08/21/2019 |   |
|               |       | 3,750                                                                                       |       | 21,250 | (7) | 4.66 |   | 02/26/2020 |   |
|               |       |                                                                                        |       |   |   |   |   |   |   |
| Joseph B. Hayek    |       | 51,563                                                                                      |       | 23,437 | (6) | 7.06 |   | 03/17/2018 |   |
|               |       | 15,000                                                                                      |       | 15,000 | (3) | 4.01 |   | 11/07/2018 |   |
|               |       | 7,813                                                                                       |       | 17,187 | (5) | 7.99 |   | 08/21/2019 |   |
|               |       | 3,750                                                                                       |       | 21,250 | (7) | 4.66 |   | 02/26/2020 |   |
|                    |            |                                                                                             |            |  |  |  |  |  |  |  |

 

----

| (1) |   | These   options were granted on December 14, 2007 and vest quarterly in equal   installments over four years, with full vesting on December 14, 2011. |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) |   | These   options were granted on July 31, 2008 and vest quarterly in equal   installments over four years, with full vesting on July 31, 2012.         |
| (3) |   | These   options were granted on November 7, 2008 and vest quarterly in equal   installments over four years, with full vesting on November 7, 2012.   |
| (4) |   | These   options were granted on August 31, 2007 and vest quarterly in equal   installments over four years, with full vesting on August 31, 2011.     |
| (5) |   | These   options were granted on August 21, 2009 and vest quarterly in equal   installments over four years, with full vesting on August 21, 2013.     |
| (6) |   | These   options were granted on March 17, 2008 and vest quarterly in equal   installments over four years, with full vesting on March 17, 2012.       |
| (7) |   | These   options were granted on February 26, 2010 and vest quarterly in equal   installments over five years, with full vesting on February 26, 2015. |

 

14

----

 

**Option Exercises and Stock Vested (2010)**

 

The following table provides information regarding each exercise of stock option awards for each of our named executive officers during the fiscal year ended December 31, 2010.

 
| ** **         | ** ** | **Option Awards**                                                   | ** ** |
|--------------------|------------|--------------------------------------------------------------------------|------------|
| **Name**           | ** ** | **Number of Shares   Acquired on Exercise (#)** | ** ** | **Value Realized   on Exercise   ($)(1)** | ** ** |
| Frank F. Khulusi   |       | —                                                                   |       | — |   |
| Brandon H. LaVerne |       | —                                                                   |       | — |   |
| Kristin M. Rogers  |       | 11,500                                                                   |       | $ | 20,878 |   |
| Robert I. Newton   |       | —                                                                   |       | — |   |
| Joseph B. Hayek    |       | —                                                                   |       | — |   |
|                    |            |                                                                          |            |  |  |  |

 

----

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

 

**Potential Payments Upon Termination or Change in Control (2010)**

 

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 PC Mall. 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 to Mr. Khulusi, Mr. LaVerne, Mr. Newton and Mr. Hayek provide for full acceleration of vesting of their unvested options in the event of a change of control of our company. The agreements pursuant to which our other named executive officer received stock options provide that, in the event of a change of control, a portion of the unvested options then outstanding will become fully vested and exercisable if:

 

·   the option is not assumed or replaced (by an option or comparable cash incentive) by the successor entity as part of such transaction; or

 

·   the option is assumed or replaced, but such officer’s employment is terminated by the successor entity without cause or by the executive for “good reason” within twelve (12) months of the change of control.

 

Under our stock incentive plan, 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 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 PC Mall. The information set forth in the table assumes, as necessary:

 

15

----

 

·         The termination and/or the qualified change in control event occurred on December 31, 2010 (the last business day of our last completed fiscal year);

 

·         The price per share of our common stock on the date of termination is $7.57 (the closing market price of our common stock on the Nasdaq Global Market on December 31, 2010); and

 

·         With respect to unvested stock options, the options are not assumed or replaced as described above.

 
| **Name**                         | ** ** | **Voluntary   Termination** | ** ** | **Death or   Permanent   Disability** | ** ** | **Change of   Control** | ** ** | **Involuntary   Termination** | ** ** |
|----------------------------------|------------|-----------------------------|------------|---------------------------------------|------------|-------------------------|------------|-------------------------------|------------|
| Frank F. Khulusi                 |       |                        |       |                                  |       |                    |       |                          |       |
| Employment Agreement             |       | $                           | 1,615,837  | (1)(2)                                | See        | (7)                     | $          | 1,615,837                     | (2)(3)     | $ | 1,615,837 | (2)(4) |
| Acceleration of Unvested Options |       | —                      |       | —                                |       | 387,785                 | (8)        | —                        |       |
| Total:                           |       | $                           | 1,615,837  |                                  | —     |                    | $          | 2,003,622                     |       | $ | 1,615,837 |   |
|                             |       |                        |       |                                  |       |                    |       |                          |       |
| Brandon H. LaVerne               |       |                        |       |                                  |       |                    |       |                          |       |
| Employment Agreement             |       | —                      |       | —                                |       | —                  |       | $                             | 139,707    | (4)(5) |
| Acceleration of Unvested Options |       | —                      |       | —                                |       | $                       | 115,238    | (8)                           | —     |   |
| Total:                           |       | —                      |       | —                                |       | $                       | 115,238    |                          | $          | 139,707 |   |
|                             |       |                        |       |                                  |       |                    |       |                          |       |
| Kristin M. Rogers                |       |                        |       |                                  |       |                    |       |                          |       |
| Employment Agreement             |       | —                      |       | —                                |       | —                  |       | $                             | 173,578    | (4)(6) |
| Acceleration of Unvested Options |       | —                      |       | —                                |       | $                       | 65,937     | (8)                           | —     |   |
| Total:                           |       | —                      |       | —                                |       | $                       | 65,937     |                          | $          | 173,578 |   |
|                             |       |                        |       |                                  |       |                    |       |                          |       |
| Robert I. Newton                 |       |                        |       |                                  |       |                    |       |                          |       |
| Employment Agreement             |       | —                      |       | —                                |       | —                  |       | $                             | 152,207    | (4)(5) |
| Acceleration of Unvested Options |       | —                      |       | —                                |       | $                       | 115,238    | (8)                           | —     |   |
| Total:                           |       | —                      |       | —                                |       | $                       | 115,238    |                          | $          | 152,207 |   |
|                             |       |                        |       |                                  |       |                    |       |                          |       |
| Joseph B. Hayek                  |       |                        |       |                                  |       |                    |       |                          |       |
| Employment Agreement             |       | —                      |       | —                                |       | —                  |       | $                             | 127,597    | (4)(5) |
| Acceleration of Unvested Options |       | —                      |       | —                                |       | $                       | 127,190    | (8)                           | —     |   |
| Total:                           |       | —                      |       | —                                |       | $                       | 127,190    |                          | $          | 127,597 |   |

 

----

| (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (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   payments are to be made in equal installments over a period of six months   following the date of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (6) | Includes   $3,872 of severance benefit relating to costs to continue health insurance   benefits for Ms. Rogers and her family. Payments are to be made in equal   bi-monthly installments over the six month severance period following the   date of termination. All severance payment obligations, however, shall cease   as of a date on which Ms. Rogers obtains other employment during the six   month severance period.                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (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 as of December 31, 2010 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.   The option agreements of Mr. Khulusi, Mr. LaVerne, Mr. Newton and Mr. Hayek   provide for the full acceleration of vesting upon a change of control. The   option agreements of our other named executive officer provide for partial   acceleration of vesting upon a change of control if certain additional   conditions occur, as described above. The amounts indicated in the table for   the other named executive officer assume that the additional conditions   occurred at or following a change of control. |

 

16

----

 

**Director Compensation (2010)**

 

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, 2010.

 
| **Name**         | ** ** | **Fees Earned or   Paid in Cash** | ** ** | **Option   Awards   (1)(2)** | ** ** | **Total** | ** ** |
|------------------|------------|-----------------------------------|------------|------------------------------|------------|-----------|------------|
| Thomas A. Maloof |       | $                                 | 55,500     |                         | $          | 28,537    |       | $ | 84,037 |   |
| Ronald B. Reck   |       | 56,000                            |       | 28,537                       |       | 84,537    |       |
| Paul C. Heeschen |       | 52,000                            |       | 28,537                       |       | 80,537    |       |
|                  |            |                                   |            |                              |            |           |            |  |  |  |

 

----

| (1) | Represents   the aggregate grant date fair value of stock and option awards, valued in   accordance with FASB ASC 718 (formerly SFAS 123R), awarded to each of the   directors during the 2010 fiscal year. For a detailed discussion of the   assumptions made in the valuation of stock and option awards, please see   Notes 2 and 3 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, 2010. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | In   2010, each of our non-employee directors was awarded options to purchase   10,000 shares of our common stock. As of December 31, 2010, each of our   non-employee directors had the following aggregate number of option awards   outstanding: Mr. Maloof —57,250, Mr. Reck — 11,250 and Mr. Heeschen — 21,250.                                                                                                                                                                        |

 

During 2010, we paid each director who is not employed by us or any of our affiliates a quarterly retainer of $7,000, plus $2,500 for each regular board meeting attended in person or telephonically, $1,000 for each special board meeting attended in person or telephonically, and $1,000 for each committee meeting attended in person or telephonically. We also paid the chairperson of the Audit Committee of our Board of Directors an additional quarterly retainer of $3,125 for serving in such capacity. We also paid the chairperson of the Compensation Committee of our Board of Directors an additional quarterly retainer of $1,250 for serving in such capacity. 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 1994 Plan, which is 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 1994 Plan are determined in the discretion of our Compensation Committee, and must be consistent with the terms of the 1994 Plan, which is filed as an exhibit to our original filing of this Annual Report on Form 10-K.

 

On August 18, 2010, our Compensation Committee approved and granted, under our 1994 Plan, options to purchase 10,000 shares of our common stock to each of our non-employee members of the board for a total award of 30,000 stock option awards. The stock option awards each vest quarterly in equal amounts over a two year period from the date of grant. We valued the stock option award 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.

 

**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, 2010. 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.

 

17

----

 

**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, 2010 and our Proxy Statement for the 2011 Annual Meeting of Stockholders.

 

The Compensation Committee

 

Ronald B. Reck (Chair)

Paul C. Heeschen

** **
| **ITEM 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 21, 2011 by: (i) each of 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 12,404,348 shares of our common stock outstanding on April 21, 2011. 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 PC Mall, Inc., 2555 W. 190th Street, Suite 201, Torrance, California 90504.

 
| **Name of   Beneficial Owner**                                        | ** ** | **Number of Shares   Beneficially Owned** | ** ** | **Percentage of   Shares Beneficially   Owned** | ** ** |
|-----------------------------------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------------|------------|
| *5% or Greater Stockholders:*                                         |       |                                      |       |                                            |       |
| Jonathan L. Kimerling(1)                                              |       | 1,000,100                                 |       | 8.1                                             | %          |
| Dimensional Fund Advisors LP(2)                                       |       | 796,148                                   |       | 6.4                                             |       |
| Perritt Capital Management, Inc.(3)                                   |       | 709,555                                   |       | 5.7                                             |       |
| Amre A. Youness(4)                                                    |       | 622,000                                   |       | 5.0                                             |       |
|                                                                  |       |                                      |       |                                            |       |
| *Directors and Named Executive   Officers:*                           |       |                                      |       |                                            |       |
| Frank F. Khulusi                                                      |       | 2,402,181                                 | (5)        | 18.8                                            |       |
| Brandon H. LaVerne                                                    |       | 108,264                                   | (6)        | *                                               |       |
| Kristin M. Rogers                                                     |       | 185,938                                   | (7)        | 1.5                                             |       |
| Robert I. Newton                                                      |       | 168,438                                   | (8)        | 1.3                                             |       |
| Joseph B. Hayek                                                       |       | 96,876                                    | (9)        | *                                               |       |
| Thomas A. Maloof                                                      |       | 74,250                                    | (10)       | *                                               |       |
| Ronald B. Reck                                                        |       | 53,250                                    | (11)       | *                                               |       |
| Paul C. Heeschen                                                      |       | 41,977                                    | (12)       | *                                               |       |
| All current directors and executive officers as a   group (8 persons) |       | 3,131,174                                 | (13)       | 23.3                                            | %          |

 

----

| *   | Less   than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Based   on information contained in Schedule 13D/A filed on March 17, 2008 by   Jonathan L. Kimerling and Four Leaf Management, LLC, Jonathan L. Kimerling   has sole voting and dispositive power with respect to 1,000,100 shares of our   common stock (includes all shares held by Mr. Kimerling in an investment   retirement account and shares held as custodian on behalf of Joel Kimerling)   and Four Leaf Management, LLC has sole voting and dispositive power with   respect to 960,100 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. |

 

18

----

 
| (2)  | Based   on information contained in Schedule 13G/A filed on February 11, 2011 by   Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting   power with respect to 770,385 shares of our common stock and sole dispositive   power with respect to 796,148 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   the Issuer that are owned by the Funds, and may be deemed to be the   beneficial owner of the shares of the Issuer held by the Funds. The address   for Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee   Cave Road, Austin, Texas, 78746. |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)  | Based   on information contained in Schedule 13G filed on February 8, 2011 by Perritt   Capital Management, Inc. Perritt Capital Management, Inc. has sole voting and   sole dispositive power with respect to 13,400 shares of our common stock and   shared voting power with respect to 696,155 shares of our common stock.   According to the Schedule 13G, 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 Emerging Opportunities Fund. The address for Perritt Capital   Management, Inc. is 300 South Wacker Drive, Suite 2880, Chicago, Illinois   60606.                                                                                                                                                                                                                                                                                                                                                        |
| (4)  | The   address for Mr. Youness is 310 North Lake Avenue, Pasadena, California 91101.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5)  | Consists   of 1,645,306 shares held by the Khulusi Family Revocable Trust dated November   3, 1993, 400,000 shares held by Frank F. Khulusi, and 356,875 shares   underlying options which are presently vested or will vest within 60 days of   April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (6)  | Includes   108,064 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (7)  | Consists   of 185,938 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (8)  | Consists   of 168,438 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (9)  | Consists   of 96,876 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (10) | Includes   of 59,750 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (11) | Includes   13,750 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (12) | Includes   23,750 shares issuable upon exercise of stock options which are presently   vested or will vest within 60 days of April 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (13) | This   figure includes an aggregate of 1,013,441 shares issuable upon exercise of   stock options which are presently vested or will vest within 60 days of April   21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

**Equity Compensation Plan Information**

 

The following table sets forth information about shares of our common stock that may be issued upon exercise of options and warrants under all of our equity compensation plans as of December 31, 2010:

 
| **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 |       | 3,339,610                                                                                                  |       | $                                                                                       | 5.81       |                                                                                                       | 842,797    | (1) |
|                                                          |            |                                                                                                            |            |                                                                                         |            |                                                                                                            |            |  |

 

----

| (1) | Represents   shares available for issuance under our 1994 Stock Incentive Plan, as   amended, as of December 31, 2010. The 1994 Stock Incentive Plan, as amended,   contains an evergreen provision pursuant to which on January 1 of each year,   the aggregate number of shares reserved for issuance under the 1994 Stock   Incentive Plan, as amended, will increase by a number of shares equal to 3%   of the outstanding shares on December 31 of the preceding year. On January 1,   2011, an additional 364,455 shares became available under the plan pursuant   to the evergreen provision. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

19

----

 

**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 AF Services, LLC, a wholly-owned subsidiary of PC Mall, in fiscal year 2009 and 2010. In fiscal years 2009 and 2010, Sam U. Khulusi earned compensation in the amount of $220,000 each year and he did not earn any bonus during 2009 and 2010. Sam U. Khulusi is eligible to participate in our employee benefit plans that are generally available to similarly situated employees.

 

In February 2009, we entered into a Software License and Maintenance and Support Agreement with Eruces, Inc., a Delaware corporation, pursuant to which Eruces licensed data security technology to our company. Dr. Bassam Khulusi and Sam U. Khulusi, each of whom is a brother of our Chairman and Chief Executive Officer Frank Khulusi, together beneficially own a majority of the outstanding voting stock of Eruces. Ronald Reck, a member of our Board of Directors and the Audit Committee and the chairman of our Compensation Committee, is a minority stockholder in Eruces. The Eruces technology licensed under the agreement is proprietary encryption software that was independently identified by our Director of Security as the best solution for certain of our data security needs. The transactions contemplated by the agreement were approved by the independent members of our Board of Directors and Audit Committee in accordance with our Audit Committee Charter and our policy for approval of related party transactions. The agreement provides for a one-time license fee of $270,300 in consideration for a worldwide, non-exclusive, perpetual and irrevocable license to use the software, a one-time $23,625 installation and integration fee and annual support fees in the initial amount of $40,545.

 

Simon M. Abuyounes, the brother-in-law of Frank F. Khulusi, was employed as the President of AF Services, LLC in fiscal year 2009 and 2010. In fiscal year 2009, Mr. Abuyounes earned compensation in the amount of $343,087, which included quarterly bonuses totaling $35,268, and company matched 401(k) contribution totaling $1,717. In fiscal year 2010, Mr. Abuyounes earned compensation in the amount of $307,820, and company matched 401(k) contribution totaling $1,894. Mr. Abuyounes earned bonus totaling $127,961 in 2010. Mr. Abuyounes was granted options to purchase 25,000 shares of our common stock on August 21, 2009 at an exercise price of $7.99, and options to purchase 25,000 shares of our common stock on February 26, 2010 at an exercise price of $4.66. The options granted on August 21, 2009 vest quarterly over a four year period from the grant date and the options granted on February 26, 2010 vest quarterly over a five year period from the grant date. Mr. Abuyounes is entitled to six months severance based on his base salary in the event his employment is terminated by us without cause. 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.

 

20

----

 

**ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

**Audit Fees**

 

The aggregate fees PricewaterhouseCoopers LLP billed us in each of the last two fiscal years for professional services it rendered to us 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 by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements for those years, was $866,361 in 2010 and $1,007,049 in 2009. The fees for 2009 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**

 

There were no fees in fiscal 2010 or 2009 relating to assurance or related services regarding the performance of PricewaterhouseCoopers LLP’s audit or review of our financial statements, other than those reported above under the caption “Audit Fees.”

 

**Tax Fees**

 

The aggregate fees PricewaterhouseCoopers LLP billed us in fiscal years 2010 and 2009 for professional services rendered for tax compliance, tax advice or tax planning was $50,657 and $169,811, respectively.

 

**All Other Fees**

 

PricewaterhouseCoopers LLP did not provide us, or bill us for, any products or services in the last two fiscal years, 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.

 

21

----

 

**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:

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.1                  |       | Agreement   and Plan of Merger, dated as of August 17, 2007, by and among PC Mall, Inc.,   Mall Acquisition 2, Inc., Sarcom, Inc., Zohar CDO 2003-1, Limited, Zohar II   2005-1, Limited, Charles E. Sweet, Robert F. Angart & Company, John R.   Strauss, Daniel A. Schneider and Howard Schapiro (incorporated herein by   reference to Exhibit 2.1 to the Current Report on Form 8-K of PC Mall, Inc.   (File no. 0-25790) filed with the Securities and Exchange Commission (the   “Commission”) on September 18, 2007) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.1                  |       | Amended   and Restated Certificate of Incorporation of PC Mall, Inc. (incorporated   herein by reference to Exhibit 3.1(C) to the Quarterly Report on Form 10-Q of   PC Mall, Inc. for the quarter ended September 30, 2003 (File No. 0-25790)   filed with the Commission on November 14, 2002)                                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.2                  |       | Amended   and Restated Bylaws of PC Mall, Inc. (incorporated herein by reference to   Exhibit 3.2 to the Annual Report on Form 10-K of PC Mall, Inc. for the year   ended December 31, 2000 (File No. 0-25790) filed with the Commission on April   2, 2001 (the “2000 Form 10-K”))                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.1*                |       | Amended   and Restated 1994 Stock Incentive Plan (incorporated herein by reference to   Exhibit 10.1 to the Quarterly Report on Form 10-Q of PC Mall, Inc. (File No. 0-25790)   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 Registration Statement on   Form S-1 of PC Mall, Inc. (File No. 33-89572), declared effective on April 4,   1995 (the “1995 Form S-1”))                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 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 Annual Report on Form 10-K of PC Mall, Inc. for the   year ended December 31, 2005 (File No. 0-25790) 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 January 20, 2000, between PC Mall, Inc. and Kristin M.   Rogers (incorporated herein by reference to Exhibit 10.45 to the Annual   Report on Form 10-K of PC Mall, Inc., for the year ended December 31, 2001   (File No. 0-25790) filed with the Commission on April 1, 2002)                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.6*                |       | Employment   Agreement, dated January 1, 1994, between Creative Computers, Inc. and Daniel   J. DeVries (incorporated herein by reference to the 1995 Form S-1)                                                                                                                                                                                                                                                                                                                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.7*                |       | Severance   Agreement, dated January 31, 2006, between PC Mall Inc. and Daniel J. DeVries   (incorporated herein by reference to Exhibit 10.1 to the Current Report on   Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the Commission on   February 3, 2006)                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.8*                |       | Employment   Agreement, dated June 8, 2004, between PC Mall, Inc. and Rob Newton   (incorporated herein by reference to Exhibit 10.54 to the Quarterly Report on   Form 10-Q of PC Mall, Inc. for the quarter ended June 30, 2004 (File No. 0-25790)   filed with the Commission on August 11, 2004 (the “June 30, 2004 Form 10-Q”))                                                                                                                                                                                            |

 

22

----

 
| 10.9*  |   | 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 Current   Report on form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the   commission on March 25, 2005)                                                                                                                                                  |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10* |   | Severance   Agreement between AF Services, LLC and Brandon LaVerne (incorporated herein   by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of PC Mall,   Inc. for the quarter ended September 30, 2007 (File No. 0-25790) filed with   the Commission on November 14, 2007 (the “September 30, 2007 Form 10-Q”))                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11* |   | Form   of Executive Non-Qualified Stock Option Agreement (full acceleration upon   change in control) (incorporated herein by reference to Exhibit 10.61 to the   Quarterly Report on Form 10-Q of PC Mall, Inc. for the quarter ended   September 30, 2004 (File No. 0-25790) filed with the Commission on November 15,   2004 (the “September 30, 2004 Form 10-Q”))                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12* |   | Form   of Executive Non-Qualified Stock Option Agreement (partial acceleration upon   change in control) (incorporated herein by reference to Exhibit 10.62 to the   September 30, 2004 Form 10-Q)                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13* |   | Directors’   Non-Qualified Stock Option Plan, amended and restated as of May 18, 1999   (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on   Form 10-Q of PC Mall, Inc. for the quarter ended June 30, 1999 (File No. 0-25790)   filed with the Commission on August 16, 1999)                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.14* |   | 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 Annual Report on Form 10-K of PC Mall, Inc. for the year ended December 31,   2002 (File No. 0-25790) filed with the Commission on March 31, 2003)                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15* |   | Form   of Director Restricted Stock Bonus Award Agreement (incorporated herein by   reference to Exhibit 10.3 to the September 30, 2007 Form 10-Q)                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.16  |   | Master   Separation and Distribution Agreement, dated September 1, 2004, between PC   Mall, Inc. and eCOST.com, Inc. (incorporated herein by reference to Exhibit 10.56   to the Current Report on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed   with the Commission on September 8, 2004 (the “September 8, 2004 Form 8-K”))                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.17  |   | Tax   Allocation and Indemnification Agreement, dated September 1, 2004, between PC   Mall, Inc. and eCOST.com, Inc. (incorporated herein by reference to Exhibit 10.57   to the September 8, 2004 Form 8-K)                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.18  |   | Employee   Benefit Matters Agreement, dated September 1, 2004, between PC Mall, Inc. and   eCOST.com, Inc. (incorporated herein by reference to Exhibit 10.58 to the   September 8, 2004 Form 8-K)                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.19  |   | Office   Lease by and between St. Paul Properties, Inc., as Landlord, and PC Mall, Inc.,   as Tenant (incorporated herein by reference to Exhibit 10.1 to the Current   Report on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the   Commission on June 21, 2007)                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.20  |   | 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 Annual Report on   Form 10-K of PC Mall, Inc. for the year ended December 31, 2004 (File No. 0-25790)   filed with the Commission on March 31, 2005 (the “December 31, 2004 Form 10-K”)) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.21  |   | 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 Current Report   on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the Commission on   October 6, 2006)                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.22  |   | 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)                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.23  |   | 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)                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.24  |   | Lease   Agreement, dated as of July 1, 2001, by and between Sarcom Properties, Inc.   and Sarcom Desktop Solutions, Inc., as amended as of December 1, 2002 and as   of March 22, 2004 (incorporated herein by reference to Exhibit 10.8 to the   September 30, 2007 Form 10-Q)                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.25  |   | 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 Current Report on Form 8-K of PC Mall, Inc. (File No. 0-25790)   filed with the Commission on January 15, 2008)                                                                                                                |

 

23

----

 
| 10.26              |   | Asset   Purchase Agreement, dated as of September 7, 2006, by and among a   wholly-owned subsidiary of PC Mall Gov, Inc. GMRI and the shareholders of   GMRI (incorporated herein by reference to Exhibit 10.1 to the Current Report   on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the Commission on   September 12, 2006)                                                                                                          |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.27              |   | Joint   Stipulation of Settlement and Release made and entered into by and between   Plaintiff Nicole Atkins, Class Representative and Defendants PC Mall, Inc.   and PC Mall Sales, Inc. (incorporated herein by reference to Exhibit 10.1 to   the Quarterly Report on Form 10-Q of PC Mall, Inc. (File No. 0-25790) for the   period ended March 31, 2007 filed with the Commission on May 15, 2007)                                            |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.28              |   | Registration   Rights Agreement, dated as of September 17, 2007, by and among PC Mall, Inc.,   Zohar CDO 2003-1, Limited, Zohar II 2005-1, Limited, Charles E. Sweet, Robert   F. Angart & Company, John R. Strauss, Daniel A. Schneider and Howard   Schapiro (incorporated by reference to Exhibit 10.2 to the Current Report on   Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the Commission on   September 18, 2007)           |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.29+†† |   | Second   Amended and Restated Loan and Security Agreement, dated as of December 14,   2010, by and among PC Mall, Inc., wholly-owned subsidiaries of PC Mall, Inc.,   Wells Fargo Capital Finance, LLC (Western) and certain other financial   institutions (incorporated by reference to the Annual Report on Form 10-K of   PC Mall, Inc. for the year ended December 31, 2010 (File No. 0-25790) filed   with the Commission on March 25, 2011) |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.30††  |   | Agreement   for Purchase and Sale of Real Estate and Joint Escrow Instructions by and   between PC Mall, Inc. and Citibank N.A., dated as of January 7, 2011   (incorporated by reference to the Annual Report on Form 10-K of PC Mall, Inc.   for the year ended December 31, 2010 (File No. 0-25790) filed with the   Commission on March 25, 2011)                                                                                              |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.31††  |   | First   Amendment to Agreement for Purchase and Sale of Real Estate and Joint Escrow   Instructions, dated as of February 7, 2011 (incorporated by reference to the   Annual Report on Form 10-K of PC Mall, Inc. for the year ended December 31,   2010 (File No. 0-25790) filed with the Commission on March 25, 2011)                                                                                                                           |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.32††  |   | Second   Amendment to Agreement for Purchase and Sale of Real Estate and Joint Escrow   Instructions, dated as of February 22, 2011 (incorporated by reference to the   Annual Report on Form 10-K of PC Mall, Inc. for the year ended December 31, 2010   (File No. 0-25790) filed with the Commission on March 25, 2011)                                                                                                                         |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.33              |   | Lease   Agreement, Executed By and Between SARCOM Properties, Inc. and AF Services,   LLC, effective January 1, 2010 (incorporated herein by reference to Exhibit 10.1   to the Current Report on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed   with the Commission on February 26, 2010)                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.34*             |   | Summary   of Executive Bonus Plan, adopted August 18, 2010 (incorporated herein by   reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of PC Mall, Inc.   (File No. 0-25790) for the period ended September 30, 2010 filed with the   Commission on November 9, 2010)                                                                                                                                                                 |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.35*†† |   | Summary   of Executive Bonus Plan, adopted March 22, 2011 (incorporated by reference to   the Annual Report on Form 10-K of PC Mall, Inc. for the year ended December 31,   2010 (File No. 0-25790) filed with the Commission on March 25, 2011)                                                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.36*†† |   | Summary   of Executive Salary and Bonus Arrangements (incorporated by reference to the   Annual Report on Form 10-K of PC Mall, Inc. for the year ended December 31,   2010 (File No. 0-25790) filed with the Commission on March 25, 2011)                                                                                                                                                                                                        |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.37*             |   | Summary   of Director Compensation Arrangements (incorporated herein by reference to   Exhibit 10.35 to the Annual Report on Form 10-K of PC Mall, Inc. (File No. 0-25790)   for the year ended December 31, 2009 filed with the Commission on March 16,   2010)                                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.38*             |   | Employment   Agreement, by and between PC Mall, Inc. and Joseph B. Hayek, dated March 17,   2008 (incorporated herein by reference to Exhibit 10.1 to the Current Report   on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the Commission on   March 19, 2008)                                                                                                                                                                          |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.39*             |   | 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 Annual Report on Form 10-K of PC Mall, Inc. (File No.   0-25790) filed with the Commission on March 16, 2009)                                                                                                                                   |

 

24

----

 
| 10.40            |   | 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   Current Report on Form 8-K of PC Mall, Inc. (File No. 0-25790) filed with the   Commission on October 6, 2009) |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 21.1†† |   | Subsidiaries   of PC Mall, Inc. as of December 31, 2010                                                                                                                                                                                                                         |
|             |   |                                                                                                                                                                                                                                                                            |
| 23.1†† |   | Consent   of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                         |
|             |   |                                                                                                                                                                                                                                                                            |
| 31.1†† |   | Certification   of the Chief Executive Officer of PC Mall, Inc. pursuant to Exchange Act Rule   13a-14(a)                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                            |
| 31.2†† |   | Certification   of the Chief Financial Officer of PC Mall, Inc. pursuant to Exchange Act Rule   13a-14(a)                                                                                                                                                                       |
|             |   |                                                                                                                                                                                                                                                                            |
| 31.3             |   | Certification   of the Chief Executive Officer of PC Mall, 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 PC Mall, 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 PC Mall, 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 PC Mall, Inc. pursuant to 18 U.S.C. 1350,   as adopted by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                       |

 

----

| *            | Management   contract, or compensatory plan or arrangement.                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| †† | Previously   filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the   year ended December 31, 2010 (File No. 0-25790) filed with the Commission on   March 25, 2011.                                                 |
| +            | Confidential   portions omitted and filed separately with the U.S. Securities and Exchange   Commission pursuant to a grant of   confidential treatment under Rule 24b-2 promulgated under the   Securities Exchange Act of 1934, as amended. |

 

* * *

 

25

----

 

**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.

 
|                   | PC   MALL, INC. |
|------------------------|-----------------|
|                   | (Registrant)    |
|                   |            |   |
| Date:   April 29, 2011 | By:             | /s/   FRANK F. KHULUSI |
|                   |            | Frank   F. Khulusi |
|                   |            | Chairman   of the Board, President and |
|                   |            | Chief   Executive Officer |

 

26

----

 

**PC MALL, INC.**

 

**EXHIBIT INDEX**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                       |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                  |
| 31.3                 |       | Certification of the Chief Executive Officer of PC   Mall, 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 PC   Mall, Inc. pursuant to Exchange Act Rule 13a-14(a), required to be filed as   an exhibit to this Amendment No. 1 |

 

27

----