**Exhibit 10.3**

**PC MALL, INC.**

**1994 STOCK INCENTIVE PLAN**

**NOTICE OF DIRECTOR RESTRICTED STOCK BONUS AWARD**

| Grantee’s Name and  Address: |   |
|-----------------------------------|--------|
|                              |   |
|                              |   |

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

| Award Number               |   |
|----------------------------|--------|
| Date of Award              |   |
| Vesting Commencement  Date |   |
| Total Number of Shares     |   |
| of Stock Awarded           |   |
| (the “Shares”)   |   |

 

Vesting Schedule:

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

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

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

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

 

 

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

For purposes of thisNotice and the Agreement, the term “Continuous Service” shall mean that theprovision of services to the Company or an Affiliate in any capacity ofEmployee, Director or Consultant is not interrupted or terminated.  In jurisdictions requiring notice in advanceof an effective termination as an Employee, Director or Consultant, ContinuousService shall be deemed terminated upon the actual cessation of providingservices to the Company or an Affiliate notwithstanding any required noticeperiod that must be fulfilled before a termination as an Employee, Director orConsultant can be effective under applicable laws.  A Grantee’s Continuous Service shall bedeemed to have terminated either upon an actual termination of ContinuousService or upon the entity for which the Grantee provides services ceasing tobe an Affiliate.  Continuous Serviceshall not be considered interrupted in the case of (i) any authorizedleave of absence, (ii) transfers among the Company, any Affiliate, or anysuccessor, in any capacity of Employee, Director or Consultant, or(iii) any change in status as long as the individual remains in theservice of the Company or an Affiliate in any capacity of Employee, Director orConsultant (except as otherwise provided in the Award Agreement).  Notwithstanding the foregoing, except asotherwise determined by the Administrator, in the event of any spin-off of anAffiliate, service as an Employee, Director or Consultant for such Affiliatefollowing such spin-off shall be deemed to be Continuous Service for purposesof the Plan and any Award under the Plan. For purposes of this Notice and the Agreement, an “authorized leave ofabsence” shall include sick leave, military leave and any other bona fide leaveof absence (such as temporary employment by the government and authorizedpersonal leave).

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

For purposes of this Notice and the Agreement, theterm “vest” shall mean, with respect to any Shares, that such Shares are nolonger subject to forfeiture to the Company. Shares that have not vested are deemed “Restricted Shares.”  If the Grantee would become vested in afraction of a Restricted Share, such Restricted Share shall not vest until theGrantee becomes vested in the entire Share.

Vesting shall cease upon the date the Granteeterminates Continuous Service for any reason, excluding death or Disability (asdefined below).  In the event the Granteeterminates Continuous Service for any reason, excluding death or Disability,any Restricted Shares held by the Grantee immediately following suchtermination of Continuous Service shall be forfeited and deemed reconveyed tothe Company and the Company shall thereafter be the legal and beneficial ownerof such Restricted Shares and shall have all rights and interest in or relatedthereto without further action by the Grantee. In the event of death or Disability, vesting will accelerate such

 

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

IN WITNESS WHEREOF, the Company and the Grantee haveexecuted this Notice and agree that the Award is to be governed by the termsand conditions of this Notice, the Plan and the Agreement.
|   | PC Mall, Inc.,          |
|--------|-------------------------|
|   | a Delaware  corporation |
|   |                    |
|   | By:                     |   |
|   |                    |
|   | Title:                  |   |

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

 

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**Grantee Acknowledges and Agrees****:**

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

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

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

The Grantee hereby agrees that all questions ofinterpretation and administration relating to this Notice, the Plan and the Agreementshall be resolved by the Administrator in accordance with Section 11 ofthe Agreement.  The Grantee furtheragrees to the venue and jurisdiction selection in accordance withSection 12 of the Agreement.  TheGrantee further agrees to notify the Company upon any change in his or herresidence address indicated in this Notice.
|   |   |                         |
|--------|--------|------------------------------|
| Date:  |   |                         |   |
|   |   | Grantee’s  Signature    |
|   |   |                         |
|   |   | Grantee’s  Printed Name |
|   |   |                         |
|   |   | Address                      |
|   |   |                         |
|   |   | City, State  & Zip       |
|        |        |                              |  |

 

 

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|   | **Award  Number:** |   |
|--------|--------------------|--------|

 

**PC MALL, INC.**

**1994 STOCK INCENTIVE PLAN**

**DIRECTOR RESTRICTED STOCK BONUS AWARD AGREEMENT**

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

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

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

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# thevesting of Restricted Shares, the escrow holder will, without further order orinstruction, transmit to the Grantee the certificate, if any, evidencing suchShares; *provided*, *however*,that no transmittal of certificates evidencing the Shares will occur unless anduntil the Grantee has satisfied all Tax Withholding Obligations (as defined inSection 5(c) below).

# 4.                                       Additional Securities and Distributions.

## (a)                                  Any securities or cash received (otherthan a regular cash dividend) as the result of ownership of the RestrictedShares (the “Additional Securities”), including, but not by way of limitation,warrants, options and securities received as a stock dividend or stock split,or as a result of a recapitalization or reorganization or other similar changein the Company’s capital structure, shall be retained in escrow in the samemanner and subject to the same conditions and restrictions as the RestrictedShares with respect to which they were issued, including, without limitation,the Vesting Schedule set forth in the Notice. The Grantee shall be entitled to direct the Company to exercise anywarrant or option received as Additional Securities upon supplying the fundsnecessary to do so, in which event the securities so purchased shall constituteAdditional Securities, but the Grantee may not direct the Company to sell anysuch warrant or option.  If AdditionalSecurities consist of a convertible security, the Grantee may exercise anyconversion right, and any securities so acquired shall constitute AdditionalSecurities.  In the event of any changein certificates evidencing the Shares or the Additional Securities by reason ofany recapitalization, reorganization or other transaction that results in thecreation of Additional Securities, the escrow holder is authorized to deliverto the issuer the certificates, if any, evidencing the Shares or the AdditionalSecurities in exchange for the certificates, if any, of the replacementsecurities.

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

# 5.                                       Taxes.

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

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

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

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## whetherUnited States federal, state, local or non-U.S., including any employment taxobligation (the “Tax Withholding Obligation”), the Grantee must arrange for thesatisfaction of the minimum amount of such Tax Withholding Obligation in amanner acceptable to the Company.

### (i)                                     *ByShare Withholding.*  The Grantee authorizes the Company to,upon the exercise of its sole discretion, withhold from those Shares issuableto the Grantee the whole number of Shares sufficient to satisfy the minimumapplicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficientto satisfy the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to theCompany or any Affiliate as soon as practicable, including through additionalpayroll withholding, any amount of the Tax Withholding Obligation that is notsatisfied by the withholding of Shares described above.

### (ii)                                  *By Sale of Shares*. Unless the Grantee determines to satisfy the Tax Withholding Obligationby some other means in accordance with clause (iii) below, the Grantee’sacceptance of this Award constitutes the Grantee’s instruction andauthorization to the Company and any brokerage firm determined acceptable tothe Company for such purpose to, upon the exercise of the Company’s solediscretion, sell on the Grantee’s behalf a whole number of Shares from thoseShares issuable to the Grantee as the Company determines to be appropriate togenerate cash proceeds sufficient to satisfy the minimum applicable TaxWithholding Obligation.  Such Shares willbe sold on the day such Tax Withholding Obligation arises (e.g., a vestingdate) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs ofsale, and the Grantee agrees to indemnify and hold the Company harmless fromany losses, costs, damages, or expenses relating to any such sale.  To the extent the proceeds of such saleexceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees topay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under noobligation to arrange for such sale at any particular price, and that theproceeds of any such sale may not be sufficient to satisfy the Grantee’sminimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Affiliate as soon as practicable, includingthrough additional payroll withholding, any amount of the Tax WithholdingObligation that is not satisfied by the sale of Shares described above.

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

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

# 6.                                       Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer setforth in this Agreement, the Notice or the Plan, the Company may issueappropriate

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# “stoptransfer” instructions to its transfer agent, if any, and, if the Companytransfers its own securities, it may make appropriate notations to the sameeffect in its own records.  The Companymay issue a “stop transfer” instruction if the Grantee fails to satisfy any TaxWithholding Obligations.

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

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

THE SHARES REPRESENTED BYTHIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCKBONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER.  THE SHARES REPRESENTED BY THIS CERTIFICATEMAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH ISON FILE WITH THE SECRETARY OF THE COMPANY.

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

# 10.                                 Construction. The captions used in the Notice and this Agreement are inserted forconvenience and shall not be deemed a part of the Award for construction orinterpretation.  Except when otherwiseindicated by the context, the singular shall include the plural and the pluralshall include the singular.  Use of theterm “or” is not intended to be exclusive, unless the context clearly requiresotherwise.

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

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# Plan (the“Administrator”).  The resolution of suchquestion or dispute by the Administrator shall be final and binding on allpersons.

# 12.                                 Venue.  The partiesagree that any suit, action, or proceeding arising out of or relating to theNotice, the Plan or this Agreement shall be brought in the United StatesDistrict Court for the Central District of California (or should such courtlack jurisdiction to hear such action, suit or proceeding, in a Californiastate court in the County of Los Angeles) and that the parties shall submit tothe jurisdiction of such court.  Theparties irrevocably waive, to the fullest extent permitted by law, anyobjection the party may have to the laying of venue for any such suit, actionor proceeding brought in such court.  Ifany one or more provisions of this Section 12 shall for any reason be heldinvalid or unenforceable, it is the specific intent of the parties that suchprovisions shall be modified to the minimum extent necessary to make it or itsapplication valid and enforceable.

# 13.                                 Notices.  Any noticerequired or permitted hereunder shall be given in writing and shall be deemedeffectively given upon personal delivery, upon deposit for delivery by aninternationally recognized express mail courier service or upon deposit in theUnited States mail by certified mail (if the parties are within the UnitedStates), with postage and fees prepaid, addressed to the other party at itsaddress as shown in these instruments, or to such other address as such partymay designate in writing from time to time to the other party.

# 14.                                 Data Privacy. The Grantee hereby explicitly and unambiguously consents to thecollection, use and transfer, in electronic or other form, of the Grantee’spersonal data as described in this Agreement by and among, as applicable, theGrantee’s employer, the Company, and any Affiliate for the exclusive purpose ofimplementing, administering and managing the Grantee’s participation in thePlan.  The Grantee understands that theCompany or any Affiliate may hold certain personal information about theGrantee, including, but not limited to, the Grantee’s name, home address andtelephone number, date of birth, social security/insurance number or otheridentification number, salary, nationality, job title, any shares of Stock ordirectorships held in the Company, details of all awards or any otherentitlement to shares awarded, canceled, vested, unvested or outstanding in theGrantee’s favor, for the purpose of implementing, administering and managingthe Plan (“Data”).  The Granteeunderstands that Data may be transferred to any third parties assisting in theimplementation, administration and management of the Plan, that theserecipients may be located in the Grantee’s country, or elsewhere, and that therecipient’s country may have different data privacy laws and protections thanthe Grantee’s country.  The Granteeunderstands that the Grantee may request a list with the names and addresses ofany potential recipients of the Data by contacting the Grantee’s local human resourcesrepresentative.  The Grantee authorizesthe recipients to receive, possess, use, retain and transfer the Data, inelectronic or other form, for the purposes of implementing, administering andmanaging the Grantee’s participation in the Plan, including any requisitetransfer of such Data as may be required to a broker, escrow agent or otherthird party with whom the Shares received upon vesting of the Units may bedeposited.  The Grantee understands thatData will be held pursuant to this Section 12 only as long as is necessaryto implement, administer and manage the Grantee’s participation in thePlan.  The Grantee understands that theGrantee may, at any time, view Data, request additional information about thestorage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contactingin writing the Grantee’s local human

 

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# resourcesrepresentative.  The Grantee understandsthat refusal or withdrawal of consent may affect the Grantee’s ability toparticipate in the Plan.  For moreinformation on the consequences of the Grantee’s refusal to consent orwithdrawal of consent, the Grantee understands that the Grantee may contact theGrantee’s local human resources representative.

## **END OF AGREEMENT**

 

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**EXHIBIT A**

 

**STOCK ASSIGNMENT SEPARATE FROMCERTIFICATE**

 

 

FOR VALUE RECEIVED,                              herebysells, assigns and transfers unto                                               ,                (             ) sharesof the Stock of PC Mall, Inc., a Delaware corporation (the “Company”), standingin his name on the books of, the Company represented by Certificate No.                                   herewith, and does hereby irrevocablyconstitute and appoint the Secretary of the Company attorney to transfer orcause to be transferred the said stock in the books of the Company with fullpower of substitution.

 
| DATED: |   |   |
|--------|--------|--------|
|   |   |
|   | Name:  |
|        |        |        |  |

 

**Pleasesign this document but do not date it. The date and information of the transferee will be completed if and whenthe shares are assigned.**

 

 

 

 

 

 

 

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