exhibit10_1.htm


    


      ePlus
inc.

      Executive
Incentive Plan

      Effective
April 1, 2009

      


      
        	
                1.  

              	
                Purpose

              


      

      


      The ePlus
inc. Executive Incentive Plan (the “Plan”) is designed to provide additional
incentive for Executive employees of ePlus inc. (the “Company”) and its
subsidiaries by awarding performance-based cash incentive
compensation.  Such awards will be designed to retain or attract, and
to provide additional incentive to Executives having regard for their individual
performance, business unit performance, contributions to the Company and other
appropriate considerations.

      


      
        	
                2.  

              	
                Administration

              


      

      


      (a)
The Plan shall be administered by the ePlus Compensation Committee which
consists of select members of the Board of Directors of the Company, each of
whom qualifies as a “non-employee director” within the meaning of Rule 16b-3
(“Rule 16b-3”) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an
“outside director” within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”) (directors meeting both such requirements
being hereinafter referred to as “Qualified Directors”), which Compensation
Committee shall be composed of not less than the minimum number of Qualified
Directors from time to time required by Rule 16b-3 or Section
162(m).  The Compensation Committee shall have full authority to
establish rules for the administration of the Plan and to make administrative
decisions regarding the Plan or awards hereunder.  The Compensation
Committee may delegate its functions hereunder to the extent consistent with
applicable law.

       

      (b)  Determination
binding.  Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan, any award, or any award agreement or certificate shall be
with and in the sole discretion of the Compensation Committee, may be made at
any time, and shall be final, conclusive, and binding upon all person, including
the Company, any subsidiary, any participant, any holder or beneficiary of any
award, and any employee of the Company or any subsidiary.

       

      (c
)  Section 409A.  Awards under the Plan are intended to
either comply with or meet an exception from the requirements of Code Section
409A and the Plan shall be so administered.  The deferral of receipt
of any Award under Section 8(e) shall be permitted only at such time and under
such procedures as comply with Code Section 409A.

      


      
        	
                3.  

              	
                Awards

              


      

      


      (a) Determination of
Participation and Award Amounts.  The Compensation Committee will
determine participants in the Plan and the terms and amounts of each
participant’s minimum, target and maximum award opportunities
hereunder.

       

      (b)
Award Type.  Incentives shall be awarded in the form of annual
cash payments of specified percentages of base salary, which are paid based upon
the achievement of pre-established annual corporate, unit and/or individual
performance objectives.

       

      (c) Earning
Awards.  Awards shall be paid hereunder to the extent the Company and
the participant, achieve Performance Goals as specified by the Compensation
Committee consistent with Section 8(c).  Each participant’s award
opportunity shall be computed based upon a percentage of such participant’s
annual base salary and shall be denominated in cash in a proportion as
determined by the Compensation Committee.  Each award agreement will
identify the minimum, target and maximum levels of performance required for
payment of the related award.

       

      (d)  Award
Period.  The Compensation Committee shall fix the period during which
performance is to be measured and the time at which the value of the Annual
Incentive is to be paid.

       

      
        	
                4.  

              	
                Participants

              


      

      


      Nothing
in the Plan shall prevent a participant from being included in any other
employee benefit or stock option or purchase plan of the Company or from
receiving any other compensation provided.  Neither the Plan nor any
action taken thereunder  shall be understood as giving any person any
right to be retained in the employ of the Company or any subsidiary, nor shall
any person (including participants in a prior year) be entitled as of right to
be selected as a participant in the Plan any subsequent year.

       

      
        
          
          

        

        
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                  5.  

                	
                  Amendment/Termination
      of the Plan

                


        

        


        The
Compensation Committee may amend, suspend, or terminate the Plan in whole or in
part at any time; provided, however, that if in the judgment of the Committee
such amendment or other action would have a material effect on the Plan, such
amendment or other action must be taken by the Board of
Directors.

      

       

      
        	
                6.  

              	
                Termination
      of Employment; Transfer
Restrictions

              


      

      


      (a)  In the event
of a conflict between this Executive Incentive Plan and an individual’s
Employment Agreement, the terms of the Employment Agreement shall prevail.
Furthermore, the Employment Agreement shall control in any matter on which this
Executive Incentive Plan is silent.

       

      (b) If a participant’s
employment with the Company terminates due to death, disability or retirement,
the Compensation Committee may in its discretion make a payment to the
participant or his beneficiary, as the case may be,  up to an amount
equal to the value of the target award for the relevant performance period in
which the termination occurs, multiplied by a fraction, the numerator of which
is the number of months (including partial months) in the period beginning on
the first day of the relevant performance period and ending with the date as of
which the participant’s employment with the Company so terminated, and the
denominator of which is the number of months in such performance
period.

       

      (c) No award, and no right
under any award shall be assignable, alienable, saleable, or transferable by a
participant other than by will or by the laws of descent and
distribution.  Each award, and each right under any award, shall be
payable only to the participant, or, if permissible under applicable law, to the
participant’s guardian or legal representative and any purported pledge,
alienation, attachment, or encumbrance thereof shall be void and unenforceable
against the Company.

      


      
        	
                7.  

              	
                Effectiveness

              


      

      


      The Plan
shall become effective on the date it is approved by the current sitting
Chairman of the Compensation Committee as indicated by his signature on this
plan document (the “Effective Date”).

      


      
        	
                8.  

              	
                Criteria

              


      

      


      (a) Covered
Employees.  The provisions of this Section 8 shall be applicable to
awards under the Plan to “Covered Employees” if the Compensation Committee so
provides at the time of grant (such awards being referred to as “Covered
Awards”).  For purposes of this Section 8, “Covered Employees” means
participants in the Plan who are designated by the Committee prior to the grant
of an award hereunder who are, or are expected to be at the time taxable income
will be realized with respect to the award, “Covered Employees” with the meaning
of Section 162(m) of the Code.

       

      (b)
Determinations.  Covered Awards shall be made subject to the
achievement of one or more pre-established Performance Goals (as defined below),
in accordance with procedures to be established by the Committee from time to
time.  Notwithstanding any provision of the Plan to the contrary, the
Compensation Committee shall not have discretion to waive or amend such
Performance Goals or to increase the amount payable pursuant to Covered Awards
after the Performance Goals have been established; provided, however, that the
Compensation Committee may, in its sole discretion, reduce the amount that would
otherwise be payable with respect to any Covered Award.

       

      (c) Performance
Goals.  “Performance Goals” under the Plan will be established by the
Compensation Committee prior to the time the grant is made and is based upon the
attainment of targets expressed in both the financial performance and the
individual performance (MBO) components of the plan.

       

      (d) Written Certification;
Maximum Annual Award.  No payment shall be made pursuant to a Covered
Award unless and until the Compensation Committee shall have certified in
writing that the applicable Performance Goals have been attained.  The
maximum amount payable pursuant to a particular Covered Employee for any fiscal
year shall be $500,000.

       

      (e)
Deferrals.  The Compensation Committee may from time to time
establish procedures pursuant to which Covered Employees will be permitted or
required to defer receipt of awards under the Plan.

       

      (f) Composition of the
Compensation Committee.  Notwithstanding any other provision of the
Plan, for all purposes involving Covered Awards, the Compensation Committee
shall consist of at least three members of the Board, each of whom is an
“outside director” within the meaning of Section 162(m).

       

      
        
          
          

        

        
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