Exhibit
10.1





ZONES,
INC.


RESTRICTED
STOCK PURCHASE AGREEMENT








Zones,
Inc. has granted to the Participant named in the Notice of Grant of Stock Purchase
Right (the “Notice”) to which this Restricted
Stock Purchase Agreement (the “Agreement”) is attached a Purchase
Right consisting of a right to purchase certain shares of Common Stock upon the
terms and conditions set forth in the Notice and this Agreement.  The
Purchase Right has been granted pursuant to and shall in all respects be subject
to the terms and conditions of the Zones, Inc. 2003 Equity Incentive Plan (the
“Plan”), as amended to the Date of
Grant, the provisions of which are incorporated herein by
reference.  By signing the Notice, the Participant: (a)
represents that the Participant has
received copies of, and has read and is familiar with the terms and conditions
of the Notice, the Plan and this Agreement, (b) accepts the Purchase Right
subject to all of the terms and conditions of the Notice, the Plan and this
Agreement, and (c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board upon any questions arising under the
Notice, the Plan or this Agreement.





1.           Definitions
and Construction.





1.1           Definitions.  Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Notice or the Plan.





1.2           Construction.  Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement.  Except
when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular.  Use of the term “or” is
not intended to be exclusive, unless the context clearly requires
otherwise.





2.           Exercise
of Purchase Right.





2.1           Exercise of Purchase
Right.  Provided that the Participant’s service to the Company
or its Subsidiaries has not terminated (except as provided by Section 4), the
Purchase Right shall be exercisable on and after the Date of Grant and prior to
the Expiration Date (as set forth in the Notice) in an amount not to exceed the
Total Number of Shares, subject to the Company’s repurchase rights set forth in
Sections 5 and 6.





2.2           Method of Exercise of Purchase
Right.  Exercise
of the Purchase Right shall be by written notice to the Company, which must
state the election to exercise the Purchase Right, the number of whole shares of
Common Stock for which the Purchase Right is being exercised and such other
representations and agreements as to the Participant’s investment intent with
respect to such shares as may be required pursuant to the provisions of this
Agreement.  The written notice must be signed by the Participant and
must be delivered in person, by certified or registered mail, return receipt
requested, by confirmed facsimile transmission, or by such other means as the
Company may permit, to the Chief Financial Officer of the Company, or other
authorized representative of the Company, prior to the Expiration Date,
accompanied by (i) full payment of the aggregate Purchase Price for the
number of shares of Stock being purchased and (ii) an executed copy of the
then current form of escrow agreement or escrow instructions referenced
below.  The Purchase Right shall be deemed to be exercised upon
receipt by the Company of such written notice, the aggregate Purchase Price, and
such executed agreements or instructions.


1


2.3           Payment of Purchase
Price.Payment of the aggregate Purchase Price for the number
of shares of Common Stock for which the Purchase Right is being exercised shall
be made in cash, by check, cash equivalent, cancellation of debt, or in the form
of the Participant’s past service rendered to the Company or its Subsidiaries or
for its benefit having a value not less than the aggregate purchase price of the
shares being acquired, or such other payment as determined by the Plan
Administrator.





2.4           Tax Withholding.





(a)           In General.At the
time the Purchase Right is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Participant hereby authorizes
withholding from payroll and any other amounts payable to the Participant, and
otherwise agrees to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the
Participating Company Group, if any, which arise in connection with the shares
acquired pursuant to this Agreement, including, without limitation, obligations
arising upon (i) the exercise, in whole or in part, of the Purchase Right,
(ii) the transfer, in whole or in part, of any shares acquired,
(iii) the filing of an election to recognize tax liability, or
(iv) the lapsing of any restriction with respect to any shares
acquired.  The Purchase Right is not exercisable unless the tax
withholding obligations of the Participating Company Group are
satisfied.  Accordingly, the Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to this Agreement until the tax withholding obligations of the
Participating Company Group have been satisfied by the Participant.





(b)           Withholding in
Shares.  The Participant may, at his or her election, satisfy
all or any portion of the Company’s tax withholding obligations by directing the
Company to withhold a number of whole, Vested Shares otherwise deliverable to
the Participant or to accept from the Participant the tender of a number of
whole, Vested Shares or vested shares acquired otherwise than pursuant to the
Award having, in any such case, a fair market value, as determined by the
Company as of the date on which the tax withholding obligations arise, not in
excess of the amount of such tax withholding obligations determined by the
applicable minimum statutory withholding rates.





2.5           Certificate Registration.  The
certificate for the shares of Stock purchased shall be registered in the name of
the Participant, or, if
applicable, in the names of the heirs of the Participant.





2.6           Restrictions on Sale and Issuance of
Shares.  The
sale and issuance of shares of Stock shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such
securities.  The Purchase Right may not be exercised if the issuance
of shares of Stock upon exercise would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may
then be listed.  In addition, the Purchase Right may not be exercised
unless (i) a registration statement under the Securities Act shall at the
time of exercise of the Purchase Right be in effect with respect to the shares
issuable upon exercise of the Purchase Right or (ii) in the opinion of
legal counsel to the Company, the shares issuable upon exercise of the Purchase
Right may be issued in accordance with the terms of an applicable exemption from
the registration requirements of the Securities Act.  The inability of
the Company to obtain from any regulatory body having jurisdiction the
authority, if any, deemed by the Company’s legal counsel to
be necessary to the lawful issuance and sale of any shares subject to the
Purchase Right shall relieve the Company of any liability in respect of the
failure to issue or sell such shares as to which such requisite authority shall
not have been obtained.  As a condition to the exercise of the
Purchase Right, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.


2


3.           Vesting
of Shares.





Except as
otherwise provided in the Plan, shares acquired pursuant to this Agreement shall
become Vested Shares as provided in the Notice.





4.           Nontransferability
of Purchase Right.





The
Purchase Right may be exercised during the lifetime of the Participant only by
the Participant or the Participant’s guardian or
legal representative and may not be assigned or transferred in any manner except
by will or by the laws of descent and distribution.  Following the
death of the Participant, the Purchase Right may be exercised prior to the
Expiration Date by the Participant’s legal
representative or by any person empowered to do so under the deceased
Participant’s
will or under the then applicable laws of descent and distribution.





5.           Unvested
Share Repurchase Option.





5.1           Grant of Unvested Share
RepurchaseOption.  Under
the terms and subject to the conditions set forth in this Section 5, the Company
shall have the right to repurchase the Unvested Shares (the “Unvested Share
Repurchase Option”) in the events and in the
amounts set forth below:





(a)           In
the event the Participant’s Service with the
Participating Company Group is terminated for any reason, the Company shall have
the right to repurchase all of the Unvested Shares.





(b)           In
the event the Participant achieves less than 100% satisfaction of any annual
performance goal determined by the Board as set forth in the Notice, the Company
shall have the right to repurchase all of the Unvested Shares that shall have
failed to become Vested Shares as a result of the Participant’s failure to
achieve 100% satisfaction of such performance goal. The Board shall have sole
discretion to determine the performance goals and the numbers of shares that
shall become Vested Shares upon partial or 100% satisfaction of that particular
performance goal.


3


(c)           In
the event of a Change of Control (as defined in the Plan) with respect to the
Company, the Company shall have the right to repurchase all of the Unvested
Shares that failed to become Vested Shares immediately prior to such Change of
Control on an accelerated basis in connection with such Change of Control as
provided in the Notice.





5.2           Unvested Shares Defined.  The
“Unvested
Shares” shall
mean, on any given date, the number of shares of Stock acquired upon exercise of
the Purchase Right that exceed the number of Vested Shares determined as of such
date.





5.3           Exercise of Unvested Share Repurchase
Option.  The
Company may exercise the Unvested Share Repurchase Option with respect to shares
that are held in escrow pursuant to Section 6.1 by written notice to the
Participant at any time upon or after (a) termination of the
Participant’s
Service as described in Section 5.1(a), (b) the Board’s determination that
Participant failed to satisfy 100% of his or her performance goals for an
applicable year, or (c) a Change of Control of the Company (including
immediately prior to such Change of Control).  If the Company fails to
give notice prior to the time any particular shares are released to Participant
from the escrow, the Unvested Share Repurchase Option shall be conclusively
deemed to have terminated with respect to those shares.  The Unvested
Share Repurchase Option must be exercised, if at all, for all of the Unvested
Shares under the circumstances described in Section 5.1(a) or Section
(c).





5.4           Payment for Shares and Return of
Shares to Company.  The
purchase price per share being repurchased by the Company shall be an amount
equal to the Participant’s original cost
per share, as adjusted pursuant to Section 8 (the “Repurchase
Price”).  The Company
shall pay the aggregate Repurchase Price to the Participant in cash within
thirty (30) days after the date of the written notice to the Participant of the
Company’s
exercise of the Unvested Share Repurchase Option.  For purposes of the
foregoing, cancellation of any purchase money indebtedness of the Participant to
any Participating Company for the shares shall be treated as payment to the
Participant in cash to the extent of the unpaid principal and any accrued
interest canceled.  The shares being repurchased shall be delivered to
the Company by the Participant at the same time as the delivery of the
Repurchase Price to the Participant.





5.5           Assignment of Unvested Share
Repurchase Option.  The
Company shall have the right to assign the Unvested Share Repurchase Option at
any time, whether or not such option is then exercisable, to one or more persons
as may be selected by the Company.





6.           Escrow.





6.1           Establishment of Escrow.  To
ensure that shares subject to the Unvested Share Repurchase Option will be
available for repurchase, the Participant shall deposit the certificate
evidencing the shares that the Participant purchases upon exercise of the
Purchase Right with an agent designated by the Company under the terms and
conditions of the Joint Escrow Instructions included herewith. Upon the
occurrence of a change, as described in Section 7, in the character or amount of
any of the outstanding stock of the corporation the stock of which is subject to
the provisions of this Agreement, any and all new, substituted or additional
securities or other property to which the Participant is entitled by reason of
the Participant’s ownership of
shares of Stock acquired upon exercise of the Purchase Right that remain,
following such change described in Section 7, subject to the Unvested Share
Repurchase Option shall be immediately subject to the escrow to the same extent
as such shares of Stock immediately before such event.  The Company
shall bear the expenses of the escrow.


4


6.2           Delivery of Shares to
Participant.  Subject
to the terms of the Joint Escrow Instructions, as soon as practicable after the
expiration of the Unvested Share Repurchase Option, but not more frequently than
twice each calendar year, the agent shall deliver to the Participant the shares
and any other property no longer subject to such restrictions.





6.3           Notices and Payments.  In
the event the shares and any other property held in escrow are subject to the
Company’s
exercise of the Unvested Share Repurchase Option, the notices required to be
given to the Participant shall be given to the escrow agent, and any payment
required to be given to the Participant shall be given to the escrow
agent.  Within thirty (30) days after payment by the Company, the
escrow agent shall deliver the shares and any other property which the Company
has purchased to the Company and shall deliver the payment received from the
Company to the Participant.





7.           Adjustments
for Changes in Capital Structure.





Subject
to any required action by the stockholders of the Company, in the event of any
change in the Stock effected without receipt of consideration by the Company,
whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares,
or similar change in the capital structure of the Company, or in the event of
payment of a dividend or distribution to the stockholders of the Company in a
form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number, purchase price and class
of shares of stock or other property subject to this Agreement, in order to
prevent dilution or enlargement of the Participant’s rights under the
Agreement.  For purposes of the foregoing, conversion of any
convertible securities of the Company shall not be treated as “effected without
receipt of consideration by the Company.”  Any and all new,
substituted or additional securities or other property to which Participant is
entitled by reason of his or her ownership of shares acquired pursuant to this
Agreement will be immediately subject to the provisions of this Agreement on the
same basis as all shares originally purchased hereunder.  For purposes
of Sections 5 and 6 hereof, while the total price payable to exercise the
rights provided in such sections will remain the same after each such event, the
price payable per share to exercise such rights will be appropriately
adjusted.





8.           Tax
Matters.





8.1           Election under Section 83(b) of the
Code.  The Participant understands that Section 83 of the Code
taxes as ordinary income the difference between the amount paid for the shares
and the fair market value of the shares as of the date any restrictions on the
shares lapse.  In this context, “restriction” means the right of the
Company to buy back the shares pursuant to the Unvested Share Repurchase Option
contained in this Agreement.  The Participant understands that he or
she may elect to be taxed at the time the shares are purchased rather than when
and as the Unvested Share Repurchase Option expires by filing an election under
Section 83(b) of the Code with the IRS no later than thirty (30) days after the
date of purchase.  Even if the fair market value of the shares equals
the amount paid for the shares, the election must be made to avoid adverse tax
consequences in the future.  The form for making this election is
included as an attachment to the Notice or may be requested from the
Company.  The Participant understands that failure to make this filing
timely will result in the recognition of ordinary income by the Participant as
the Unvested Share Repurchase Option lapses on the difference between the
purchase price and the fair market value of the shares at the time such
restrictions lapse.


5


8.2           Notice to
Company.  The Participant will notify the Company in writing if
the Participant files an election pursuant to Section 83(b) of the
Code.  The Company intends, in the event it does not receive from the
Participant evidence of such filing, to claim a tax deduction for any amount
that would otherwise be taxable to the Participant in the absence of such an
election.





8.3           Consultation with Tax
Advisors. The Participant understands that he or she should consult with
his or her tax advisor regarding the advisability of filing with the IRS an
election under Section 83(b) of the Code.  Failure to file an election
under Section 83(b), if appropriate, may result in adverse tax consequences to
the Participant.  The Participant acknowledges that he or she has been
advised to consult with a tax advisor regarding the tax consequences to the
Participant of the purchase of shares hereunder.  AN ELECTION UNDER
SECTION 83(b) MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH
PARTICIPANT PURCHASES THE SHARES.  THIS TIME PERIOD CANNOT BE
EXTENDED.  PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION
83(b) ELECTION IS PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF PARTICIPANT
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER
BEHALF.





9.           Legends.





The
Company may at any time place legends referencing the Unvested Share Repurchase
Option and any applicable federal, state or foreign securities law restrictions
on all certificates representing shares of stock subject to the provisions of
this Agreement.  The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares
acquired pursuant to this Agreement in the possession of the Participant in
order to carry out the provisions of this Section.  Unless otherwise
specified by the Company, legends placed on such certificates may include, but
shall not be limited to, the following:





“THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND REPURCHASE OPTIONS IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET
FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH
HOLDER’S
PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
THIS CORPORATION.”


6


10.           Restrictions
on Transfer of Shares.





No shares
acquired upon exercise of the Purchase Right may be sold, exchanged, transferred
(including, without limitation, any transfer to a nominee or agent of the
Participant), assigned, pledged, hypothecated or otherwise disposed of,
including by operation of law, in any manner that violates any of the provisions
of this Agreement and, until the date on which such shares become Vested Shares,
and any such attempted disposition shall be void.  The Company shall
not be required (a) to transfer on its books any shares that will have been
transferred in violation of any of the provisions set forth in this Agreement or
(b) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares will have been
so transferred.





11.           Rights as
a Shareholder.





The
Participant shall have no rights as a shareholder with respect to any shares
covered by the Purchase Right until the date of the issuance of a certificate
for the shares for which the Purchase Right has been exercised (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company).  No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Section
7.  Subject the provisions of this Agreement, the Participant shall
exercise all rights and privileges of a shareholder of the Company with respect
to shares of Stock of the Participant deposited in escrow pursuant to Section
7.





12.           Rights as
an Employee or Consultant.





If the
Participant is an Employee, the Participant understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is
“at will” and is for no specified term.  Nothing in this Agreement
shall confer upon the Participant any right to continue in the Service of a
Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service as an
Employee or Consultant, as the case may be, at any time.





13.           Administration.





All
questions of interpretation concerning the Notice and this Agreement shall be
determined by the Board.  All determinations by the Board shall be
final and binding upon all persons having an interest in this
Agreement.  Any Officer shall have the authority to act on behalf of
the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the
Officer has apparent authority with respect to such matter, right, obligation,
or election.





14.           Miscellaneous
Provisions.





14.1           Further
Instruments.  The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.


7


14.2           Binding
Effect.  This Agreement shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on
transfer set forth herein, be binding upon the Participant and the Participant’s
heirs, executors, administrators, successors and assigns.





14.3           Termination or
Amendment.  The Board may terminate or amend the Plan or this
Agreement at any time; provided, however, that no such termination or amendment
may adversely affect the Participant’s rights under this Agreement without the
consent of the Participant, unless such termination or amendment is necessary to
comply with any applicable law or government regulation.  No amendment
or addition to this Agreement shall be effective unless in writing.





14.4           Notices.  Any notice
required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery or
upon deposit in the United States Post Office, by registered or certified mail,
with postage and fees prepaid, addressed to the other party at the address shown
below that party’s signature in the
Notice or at such other address as such party may designate in writing from time
to time to the other party.





14.5           Integrated
Agreement.  The Notice, this Agreement and the Plan constitute
the entire understanding and agreement of the Participant and the
Participating Company Group with respect to the subject matter contained herein
or therein and supersede any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the
Participating Company Group with respect to such subject matter other than those
as set forth or provided for herein or therein.





14.6           Applicable Law.  The
Agreement shall be governed by the laws of the State of Washington as such laws
are applied to agreements between Washington residents entered into and to be
performed entirely within the State of Washington.





14.7           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.





ZONES,
      INC.By:Title:PARTICIPANTDate:Participant
      Address:




8





Participant:





Date:








NOTICE
OF EXERCISE OF STOCK PURCHASE RIGHT








Zones,
Inc.


1102 15th
Street SW


Auburn,
Washington 98001





Ladies
and Gentlemen:





1.           Stock
Purchase Right.  I was granted a
right to purchase (the “Purchase
Right”) shares
of the common stock (the “Shares”) of Zones, Inc. (the “Company”) pursuant to the
Company’s
2003 Equity Incentive Plan (the “Plan”), my Notice of Grant of
Stock Purchase Right (the “Notice”) and my Stock Purchase
Agreement (the “Agreement”) as follows:





Grant
      Number:Date
      of Grant:Total
      Number of Shares:Purchase
      Price per Share:
            
            $





2.           Exercise
of Purchase Right.  I hereby elect to
exercise my Purchase Right for the following number of Shares:





Vested
      Shares:Unvested
      Shares:Total
      Shares Purchased:Total
      Purchase Price (Total
      Shares  X  Price per Share)
            
            $





3.           Payments.  I enclose payment
in full of the total purchase price for the Shares in the following form(s), as
authorized by my Agreement:





 ̈  Cash:
            
            $ ̈  Check:
            
            $ ̈  Credit
      for Services Rendered:
            
            $





4.           Tax
Withholding.  I authorize
payroll withholding and otherwise will make adequate provision for the federal,
state, local and foreign tax withholding obligations of the Company, if any, in
connection with my purchase of the Shares.  I enclose payment in full
of my withholding taxes, if any, or instruct the Company to withhold shares
pursuant to Section 2.4(b) of the Agreement as follows:





(Contact
Plan Administrator for amount of tax due.)





 ̈  Cash:
            
            $ ̈  Check:
            
            $ ̈  Withhold
      shares





1




5.           Participant
Information.





My
      address is:





My
      Social Security Number is:








6.           Binding
Effect.  I agree that the
Shares are being acquired in accordance with and subject to the terms,
provisions and conditions of the Agreement, including the Unvested Share
Repurchase Option set forth therein, to all of which I hereby expressly
assent.  This Agreement shall inure to the benefit of and be binding
upon my heirs, executors, administrators, successors and assigns.  If
required by the Company, I agree to deposit the certificate(s) evidencing the
Shares, along with a blank stock assignment separate from certificate executed
by me, with an escrow agent designated by the Company, to be held pursuant to
the Company’s
standard escrow agreement or escrow instructions.





8.           Election
Under Section 83(b) of the Code.  I understand and
acknowledge that if I am exercising the Purchase Right to purchase Unvested
Shares (i.e., shares that remain subject to the Company’s Unvested Share
Repurchase Option), that I should consult with my tax advisor regarding the
advisability of filing with the Internal Revenue Service an election under
Section 83(b) of the Code, which must be filed no later than thirty (30)
days after the date on which I purchase the Shares.  I acknowledge
that I have been advised to consult with a tax advisor prior to the exercise of
the Purchase Right regarding the tax consequences to me of exercising the
Purchase Right.  AN ELECTION UNDER SECTION 83(b) MUST BE FILED
WITHIN 30 DAYS AFTER THE DATE ON WHICH I PURCHASE SHARES.  THIS TIME
PERIOD CANNOT BE EXTENDED.  I ACKNOWLEDGE THAT TIMELY FILING OF A
SECTION 83(b) ELECTION IS MY SOLE RESPONSIBILITY, EVEN IF I REQUEST THE
COMPANY OR ITS REPRESENTATIVES TO FILE SUCH ELECTION ON MY BEHALF.





I understand that I am purchasing the
Shares pursuant to the terms of the Plan, the Notice and my Agreement, copies of
which I have received and carefully read and understand.





Very
      truly yours,(Signature)








Receipt
of the above is hereby acknowledged.





ZONES,
INC.





By:





Title:





Dated: