EXHIBIT
10.15


 


PCM,
Inc.


Summary
of Executive Incentive Plan





 


In
February 2017, the Committee and Board of Directors adopted and approved the 2017 Executive Incentive Plan (the “Plan”),
which is effective for the 2017 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives,
weighted differently for each
executive eligible to participate in the Plan: (1) attainment of a target consolidated EBITDA (the “Consolidated Target”)
and (2) attainment of individual qualitative targets (the “Qualitative Target”). EBITDA is defined under the Plan
as earnings before interest, taxes,
depreciation and amortization
on a consolidated basis, and adjusted for special charges, if any, to be excluded from the calculation of EBITDA in the discretion
of the Committee, including
but not limited to non-cash adjustments such as goodwill and intangible asset adjustments,
stock-based compensation, material
unforeseen litigation and restructuring and related costs.


 


The
Plan will be funded at an individual target amount for each participant if the Company achieves 100%
of the Consolidated Target for the 2017 calendar year. The Plan also has a minimum EBITDA for any quantitative cash incentive
to be paid under the Plan and contains decelerators based on performance below the respective quantitative performance target,
with a threshold set at 80% of target,
or the prior year comparable
amount, whichever is higher. Quantitative cash incentives will be paid at 50%
of the incentive target if the
Company’s
performance equals the minimum target threshold for payment of the quantitative cash amounts. If the Company’s performance
falls below the threshold, no quantitative cash incentive will be earned.


 


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


 


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


 


The
total annual cash incentive opportunity for the participating executive officers is approximately 62% of base salary for Mr. Khulusi,
and 40%
of base salary for each of Messrs.
Miley, LaVerne, Newton and Abuyounes. In addition to the above, Mr. Miley is eligible to receive an additional annual incentive
up to $100,000 tied to the achievement of certain SG&A targets. 


 


All
amounts funded under the Plan may be increased or reduced for each executive officer at the sole discretion of the Committee based
upon qualitative or quantitative factors which the Committee may deem appropriate from time to time. In addition to participation
in the Plan, all of our executive officers are eligible for additional discretionary cash incentives or bonuses as determined
from time to time by the Committee. No cash amount is earned until it is paid under any of these plans unless earned sooner at
the sole discretion of the Company. Therefore,
in the event the employment of
an executive eligible under these plans is terminated (either by the Company or by the eligible executive, whether voluntarily
or involuntarily) before any amount is paid, the executive will not be deemed to have earned the applicable cash incentive or
bonus and will not be entitled to any portion of such amounts.