PCM, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (DOUBLE TRIGGER FORM)

4.             Vesting of RSUs.

(a)                                 Subject to Sections 4(b) and 4(c) below, the RSUs covered by this Agreement shall vest and become payable to the Grantee pursuant to Section 5 hereof as follows:

(b)                                 In the event that the Grantee’s continuous service with the Company or any Subsidiary terminates for any reason, any then-unvested RSUs will be forfeited and automatically cancelled without further action of the Company (which forfeiture shall occur on the date upon which such continuous service ceases). For purposes of this Agreement, “continuous service” shall be determined in accordance with Section 18 of the Plan, provided that continuous service shall be deemed to have terminated in the event of a leave of absence that extends beyond the periods permitted by Treasury Regulation section 1.409A-1(h) for purposes of determining when a service provider incurs a separation from service.

(c)                                  Notwithstanding Section 4(a) above, in the event that (i) a Change in Control occurs before all of the RSUs granted hereunder have vested, (ii) such unvested RSUs remain outstanding following such Change in Control and (iii) on or within twelve (12) months following the date of such Change in Control, the Grantee’s continuous service with the Company or any Subsidiary is involuntarily terminated by the Company or a Subsidiary, as applicable, without Cause or is voluntarily terminated by the Grantee for Good Reason, then any RSUs granted hereunder that remain unvested and outstanding as of the date of such termination shall immediately vest and become payable with respect to the number of such RSUs that would have otherwise vested and become payable if the Grantee’s continuous service with the Company or any Subsidiary, as applicable, had continued for a period of twelve (12) months immediately following the Grantee’s termination of continuous service.

5.             Form and Time of Payment of RSUs. Payment for the RSUs, after and to the extent they vest, shall be made in the form of shares of Common Stock. Payment shall be made within 10 days following the date that the RSUs vest pursuant to Section 4 hereof. The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Stock corresponding to such RSUs.

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6.             Dividend, Voting, and Other Rights.

(a)                                 The Grantee shall have no rights of ownership in the Common Stock underlying the RSUs, no right to dividends or dividend equivalents and no right to vote the Common Stock underlying the RSUs until the date on which the shares of Common Stock underlying the RSUs are issued or transferred to the Grantee pursuant to Section 5 above.

(b)                                 The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.

7.             Change in Control. In the event of a Change in Control, the acquiring or successor entity shall assume all RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control or substitute for such RSUs alternative consideration (including cash) as the Board may determine in good faith to be equitable under the circumstances, in each case provided that such assumption or substitution complies with Section 409A of the Internal Revenue Code and the guidance promulgated thereunder (“Section 409A”). In lieu of assuming or substituting for any RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control, a successor or acquiring entity may terminate such RSUs, provided that (x) such entity provides consideration as the Board may determine in good faith to be equitable under the circumstances for any RSUs that otherwise would have vested if the Grantee’s continuous service with the Company or any Subsidiary, as applicable, had continued for a period of twelve (12) months immediately following the consummation of the Change in Control (and provided further that any additional RSUs that remain unvested and outstanding hereunder as of the date of the Change in Control may be terminated for no consideration) and (y) any such termination and payment complies with Section 409A, which may include payments made in accordance with Treasury Regulation section 1.409A-3(j)(4)(ix)(B).