exhibit10_1.htm


    THIS EMPLOYMENT AGREEMENT (THE “AGREEMENT”) is effective the twenty-second
day of April, 2010 by and between ePlus inc. a Delaware corporation
(the “Company”) or collectively, with its subsidiaries, the “Companies”) and
Mark Marron (the “Executive”).

    


    RECITAL

    


    The
Executive is currently employed by the Company’s subsidiary, ePlus Technology,
inc., and is being offered a position as the COO of the Company and President of
ePlus Technology, inc. and the parties have negotiated this Agreement in
consideration of the Executive’s valuable services and expertise.

    


    NOW
THEREFORE, in consideration of the mutual promises and covenant herein
contained, the parties do hereby agree as follows:

    


    
      	
              1.  

            	
              EFFECTIVE
      DATE.  This agreement shall be effective as of the date noted
      above.

            


    

    


    
      	
              2.  

            	
              DEFINITIONS. 
      As used herein, the following terms shall have the
      following meanings:

            


    

    


    
      	
              a.  

            	
              Incapacity”
      shall mean the Executive’s physical or mental inability to perform his or
      her duties under this Agreement, even with reasonable accommodations
      consistent with ADA requirements, for more than twelve (12) weeks,
      whether or not consecutive, in any twelve-month
  period.

            


    

    


    
      	
              b.  

            	
              “Employment
      Term” shall be the period from April 22, 2010 through and including
      September 30, 2011.

            


    

    


    
      	
              c.  

            	
              “Expiration
      Date” means the date that the Employment Term (as it may have been
      extended) expires.

            


    

    


    
      	
              d.  

            	
              “Good
      Cause” means that the Compensation Committee of the Company’s Board of
      Directors (the “Board”) in good faith determines that the
      Executive:

            


    

    


    
      	
              i.  

            	
              Failed
      to satisfactorily perform his or her duties to the Company and such
      failure was not cured within 30 days of the Company’s providing Executive
      written notice of such failure; or

            


    

    


    
      	
              ii.  

            	
              Failed
      to comply with a  material policy of the Company that was
      applicable to the Executive and such failure was not cured within 30 days
      of the Company’s providing Executive written notice of such failure;
      or

            


    

    


    
      	
              iii.  

            	
              Acted
      or failed to act in a manner that constitutes gross misconduct,
      embezzlement, misappropriation of corporate assets, breach of the duty of
      loyalty, fraud or negligent or willful violations of any laws with which
      the Company is required to comply;
or

            


    

    


    
      	
              iv.  

            	
              Was
      convicted of or entered a plea of “guilty” or “no contest” to a
      felony;

            


    

    


    
      	
              v.  

            	
              Refused
      or failed to comply with lawful and reasonable instructions of the Board
      and such refusal or failure was not cured within 30 days of the Company
      providing Executive written notice of such refusal or failure;
      or

            


    

    


    
      	
              vi.  

            	
              Any
      other material breach of this Agreement by the Executive that is not cured
      within 30 days of the Company providing Executive written notice of such
      breach.

            


    

    


     “Good
Cause” shall not include failures as set forth in Section 2(d) of this Section
when such failure is a result of the Executive’s illness or injury.

    


    
      	
              e.  

            	
              “Good
      Reason” shall mean that within thirty days prior to the Executive’s
      providing the notice to the Company required under Section 6.b.ii of this
      Agreement that any of the following has
  occurred:

            


    

    


    
      	
              i.  

            	
              a
      material change in the scope of the Executive’s assigned duties and
      responsibilities or the assignment of duties or responsibilities that are
      inconsistent with the Executive’s level or position;
  or

            


    

    


    
      	
              ii.  

            	
              a
      reduction by the Company in the Executive’s base salary as set forth
      herein as may be increased from time to time or a reduction by the Company
      in the Executive’s or incentive
compensation;

            


    

    


    
      	
              iii.  

            	
              a
      change in the Executive’s principal office to a location outside of a 35
      mile radius from the Company’s offices in Herndon, Virginia;
      or

            


    

    


    
      	
              iv.  

            	
              the
      failure by the Company to continue to provide the Executive with benefits
      substantially similar to those specified in Section 5 of this
      Agreement.

            


    

    


    
      	
              v.  

            	
              a
      termination of employment by the Executive for any reason during the
      90-day period immediately following a Change of Control as “Change of
      Control” is defined in the 2008 Employee Long-Term Incentive
      Plan.

            


    

    


    
      	
              vi.  

            	
              Any
      other material breach of this Agreement by the Company that is not cured
      within 30 days of the Executive providing the Company written notice of
      such breach.

            


    

    


    
      	
              f.  

            	
              “Termination
      Date” shall mean the date Executive’s termination is effective, as
      described in the respective subparts of Section
  6.

            


    

    
      	
              3.  

            	
              EMPLOYMENT.

            


    

     

    The
Company and Executive hereby agree to employ the Executive as set forth herein
during the Employment Term and until Executive’s employment terminates pursuant
to Section 6 below.

    


    
      	
              4.  

            	
               POSITION,
      DUTIES AND RESPONSIBILITIES.  During the Employment Term, the
      Executive shall:

            


    

     

    
      	
              a.  

            	
              serve
      as the COO of the Company and the President of ePlus Technology,
      inc.  The Executive shall be responsible for, but not limited
      to: direct operations responsibility for the Company’s three primary
      operating subsidiaries, and the strategy, organization and operations for
      the Company’s technology and provessional services divisions, as more
      fully set forth in the Company’s job description of the two
      positions.

            


    

    


    
      	
              b.  

            	
              render
      such other services to the Company as requested provided that such
      services are consistent with the level of his or her position;
      and

            


    

    


    
      	
              c.  

            	
              devote
      his or her substantially full business time, attention, skill and energy
      to the business of the Company and not engage or prepare to engage in any
      other business activity, whether or not such business activity is pursued
      for gain, profit or other economic or financial advantage.  
      Executive may engage in appropriate civic, charitable, or educational
      activities provided that such activities do not materially interfere or
      conflict with the Executive’s responsibilities or the Company’s
      interests.  Nothing in this Agreement shall preclude Executive
      from acquiring or managing any passive investment she has in publicly
      traded equity securities in companies that are not in the same line of
      business as the Company.

            


    

    


    


    


    
      	
              5.  

            	
              COMPENSATION,
      COMPENSATION PLANS AND BENEFITS.  During the Employment Term, the
      Executive shall be compensated as
follows:

            


    

     

    
      	
              a.  

            	
              Executive
      shall receive a base annual salary of $450,000, which may be increased
      from time to time.

            


    

    


    
      	
              b.  

            	
              Based
      on his or her MBOs and overall Company performance the Executive shall be
      eligible to be considered for an annual bonus of up to 50% of his or her
      base salary then in effect under the terms and conditions as outlined in
      the Executive Incentive Plan.  The Company
      shall pay any bonus earned under this section 5(b) no earlier than the end
      of the fiscal year for which earned and no later than the next September
      30th
      following the fiscal year in which the bonus was earned, provided that
      financial filings are timely provided to the Compensation Committee. In no
      event will any bonus earned under this section 5(b) be paid later than the
      end of the fiscal year after the fiscal year for which it was
      earned.

            


    

    


    
      	
              c.  

            	
              The
      Executive shall receive 20,000 shares of Restricted Stock, as governed by
      the ePlus Long Term Incentive Plan and on a date to be determined by the
      Compensation Committee.

            


    

    


    
      	
              d.  

            	
              The
      Executive shall be entitled to participate in and receive other benefits
      offered by the Company to all employees, which may include, but are not
      limited to, vacation, sick, holiday and other leave times, and benefits
      under any life, health, accident, disability, medical, and dental
      insurance plans.

            


    

    


    
      	
              e.  

            	
              The
      Executive shall be entitled to be reimbursed for the reasonable and
      necessary out-of-pocket expenses, including entertainment, travel and
      similar items and all expenses necessary to maintain his or her
      professional, industry association memberships incurred by him or her in
      performing his or her duties, in accordance with the Company’s expense
      reimbursement policies in place from time to time. Any reimbursements
      which are includible in gross income of the Executive under this section
      5(d) must meet the following conditions.  Such reimbursements:
      (i) must be for expenses incurred during the term of this agreement; (ii)
      shall not be subject to liquidation or exchange for any other benefit;
      (iii) shall not affect eligibility for reimbursements in any other taxable
      year of the Executive; and (iv) shall be made no later than the last day
      of the Executive’s taxable year following the taxable year in which the
      expense was incurred.

            


    

    


    
      	
              f.  

            	
              In
      the event Executive’s employment with Company terminates for any reason,
      any payments and benefits due the Executive under the Company’s employee
      benefit plans and programs, including any Long-Term Incentive Plan, shall
      be determined in accordance with the terms of such benefit plans and
      programs, and shall be in addition to any other payments or benefits
      herein.

            


    

    


    
      	
              6.  

            	
              TERMINATION
      OF EMPLOYMENT.

            


    

     

    
      	
              a.  

            	
              Termination
      by the Company

            


    

     

    
      	
              i.  

            	
              During
      the Employment Term, the Company may terminate the Executive’s employment
      for Good Cause. In the absence of cure by the Executive as per
      Section 2(d), termination by the Company for Good Cause shall be effective
      on the thirty-first day after the Company gives written notice to the
      Executive of failure to perform.

            


    

     

    
      	
              ii.  

            	
              During
      the Employment Term, the Company may terminate the Executive’s employment
      at any time without Good Cause upon the Company’s payment to the Executive
      for the 30 days’ written notice period to the Executive or 30 days’ pay in
      lieu of such notice.  Termination is effective 30 days after the
      date the written notice is provided to the Executive. The Company may, in
      its sole discretion, place the Executive on paid administrative leave as
      of any date prior to the end of the 30-day notice period and require that
      the Executive no longer be present on Company premises.  During
      any period of paid administrative leave, the Executive is not authorized
      to act or speak as a representative of the
  Company.

            


    

     

    
      	
              b.  

            	
              Termination
      by Executive

            


    

     

    
      	
              i.  

            	
              During
      the Employment Term, the Executive may voluntarily terminate his or her
      employment for any reason with the Company upon 30 days prior notice.
      Termination is effective 30 days after the date the notice is provided to
      the Company.  The Company may, in its sole discretion, place the
      Executive on paid administrative leave as of any date prior to the end of
      the 30-day notice period and require that the Executive no longer be
      present on Company premises.  During any such period of paid
      administrative leave, the Executive is not authorized to act or speak as a
      representative of the Company.

            


    

     

    
      	
              ii.  

            	
              During
      the Employment Term, the Executive may terminate his or her employment for
      Good Reason as defined in Section 2(e) only if the Executive has
      provided the Board with written notice of his or her intent to terminate
      his or her employment for Good Reason at least 10 business days prior to
      the date of termination and the Company fails to cure the Good Reason
      within 10 business days after receiving Executive’s written
      notice.  Termination for Good Reason will be effective on the
      11th
      business day after the Company receives Executive’s written notice and
      fails to cure the Good Reason identified in Executive’s
      notice.

            


    

     

    
      	
              c.  

            	
              Termination
      by Reason of Death or Incapacity

            


    

     

    Executive’s
employment with the Company shall be deemed to have been terminated effective
upon the date of Executive’s death, or the date upon which the Company provides
Executive with notice of Incapacity.

    


    
      	
              d.  

            	
              At-Will
      Termination

            


    

    


    If the
Employment Term ends without the parties’ entering into a new employment
agreement or extending the Employment Term of this Agreement, the Executive’s
employment with the Company shall continue on an at will basis and either the
Company or the Executive may terminate his or employment at any time for any
reason or no reason upon 30 days’ written notice.  The Company may
choose to end the employment relationship at any time during any such notice
period, provided that the Company pays the Executive for the balance of such
notice period.

    


    
      	
              7.  

            	
              EFFECT
      OF TERMINATION.

            


    

     

    
      	
              a.  

            	
              If
      the Executive’s employment ends at any time (during or after the
      Employment Term) for any reason, the Company shall pay the Executive his
      or her then current base salary and provide the Executive his or her then
      current benefits (as provided in Section 5) through the Termination
      Date.

            


    

     

    
      	
              b.  

            	
              If
      during the Employment Term the Executive’s employment terminates by reason
      of death as described in Section 6(c), the Company shall also pay the
      Executive’s estate any bonus as determined by the Compensation Committee
      in accordance with the Company’s Executive Incentive Plan. Pursuant to the
      Executive incentive plan, the Compensation Committee will determine the
      amount of such bonus, if any, and such amount, if any, will be paid within
      sixty (60) days of the termination of Executive’s
    employment

            


    

     

    
      	
              c.  

            	
              Provided
      that after the Termination Date the Executive (i) signs in the form
      provided by the Company a release of any claims Executive may have against
      the Company or its then current or former officers, directors, or
      employees (attached hereto as Exhibit 1) and (ii) certifies that the
      Executive has complied with Sections 8, 9, 10, 11 and 12 of this Agreement
      (confidentiality, intellectual property, non-compete, non-solicit,
      conflict of interest and return of property provisions),
    then

            


    

     

    
      	
              i.  

            	
              If
      during the Employment Term, the Executive’s employment is terminated by
      reason of Incapacity as described in Section 6(c), the Company shall also
      pay the Executive any bonus as determined by the Compensation Committee in
      accordance with the Company’s Executive Incentive Plan for the fiscal year
      that includes the Termination Date, and an additional amount equal to an
      amount equal to one year of the Executive’s base salary. The payment of
      the amount equal to one year of the Executive’s base salary shall be made
      with thirty (30) days of termination of employment, Pursuant to the
      Executive Incentive Plan, the Compensation Committee will determine the
      amount of such bonus, if any, and such amount, if any, will be paid within
      sixty (60) days of the termination of Executive’s
    employment.

            


    

    


    
      	
              ii.  

            	
              If,
      during the Employment Term, either the Company terminates Executive’s
      employment without Good Cause as described in Section 6(a) or Executive
      terminates his or her employment for Good Reason, as described in Section
      6(b)(ii), then (a) the Company shall also pay Executive an amount
      equal to one year of the Executive’s base salary; and (b) provided
      that the Executive remains eligible for and timely elects to continue his
      or her and any eligible dependants health benefits under COBRA, the
      Company shall also pay to the insurer the amount necessary for the
      Executive to continue medical and dental insurance for himself or herself
      and his or her dependants through COBRA for a period of one year after the
      Termination Date.  Should the Executive or any of his dependants
      become covered under another employer’s health benefit plan before the end
      of the one year period, the Company will have no obligation to continue
      making such additional payments to the insurer.  The Executive
      shall not be obligated in any way to mitigate the Company’s obligations to
      him or her under this Section and any amounts earned by the Executive
      subsequent to his or her termination shall not serve as an offset to the
      payments due him or her by the Company under this Section. Any payment due
      under this section 7(c)(2) shall be made in a lump sum within thirty (30)
      days following the termination of
employment.

            


    

     

    
      	
              iii.  

            	
              If
      the parties have not entered into a new employment agreement or extended
      the Employment Term under this Agreement and within 10 days following the
      end of the Employment Term either the Company or the Executive gives
      notice of an At-Will Termination as described in Section
      6(d),  then (a) the Company will pay the Executive an additional
      amount equal to one year of the Executive’s base salary and (b)
      provided that the Executive remains eligible for and timely elects to
      continue his or her and any eligible dependants health benefits under
      COBRA, the Company shall also pay to the insurer the amount necessary for
      the Executive to continue medical and dental insurance for himself or
      herself and his or her dependants through COBRA for a period of one
      year after the Termination Date.  Should the Executive or
      any of his or her dependants become covered under another employer’s
      health benefit plan before the end of the one year period, the Company
      will have no obligation to continue making such additional payments to the
      insurer.  The Executive shall not be obligated in any way to
      mitigate the Company’s obligations to him or her under this Section and
      any amounts earned by the Executive subsequent to his or her termination
      shall not serve as an offset to the payments due him or her by the Company
      under this Section. Any payment due under this section 7(c)(3) shall be
      made in a lump sum within thirty (30) days following the termination of
      employment.

            


    

     

    
      	
              iv.  

            	
              Notwithstanding
      the above, if the Executive is a “specified employee” within the meaning
      of Section 20, the payments under Subsections 7(c)(i), (ii) and (iii)
      above shall be made no earlier than the date provided in Section
      20.

            


    

     

    
      	
              v.  

            	
              Any
      release and certification required from the Executive under the first
      paragraph of this Section 7(c) shall be on the form attached as Exhibit 1
      unless the Company has provided Executive a different form on or before
      his termination of employment.  The applicable release and
      certification must be signed and returned to the Company by Executive
      within twenty-one (21) days of the date of termination of employment and
      not revoked in order for Executive to be entitled to payments under
      Section 7(c).  Any lump sum payment due Executive under Section
      7(c)(i), (ii), (iii) or (iv) shall be paid on the last day of the thirty
      (30) day, sixty (60) day, or other applicable period in which the Company
      may make such payment in compliance with the applicable
      provision.

            


    

     

    
      	
              8.  

            	
              CONFIDENTIALITY.

            


    

     

    During
the course of employment, Executive has had and shall continue to have access to
the Company’s Confidential Information (as defined below).  Executive
shall not disclose or use at any time, either during his or her employment or
after his or her employment ends for any reason, any Confidential Information
(as defined below) of the Company, whether or not patentable, which Executive
learns as a result of his or her involvement with the Company, whether or not he
developed such information.  “Involvement with the Company” for
purposes of this Agreement shall mean holding a position as an employee,
officer, or director with either the Company or any of its affiliates
(collectively, the “Companies”).  “Confidential Information” means
Company information that is material to the Company’s business and that is not
generally known by, or made available to, the public. The term “Confidential
Information” shall specifically exclude any information known to the Executive
prior to his or her employment with the Company regardless of whether such
information otherwise would be deemed “Confidential Information.” “Confidential
Information” shall include, without

    limitation,
information regarding:

           

    “Trade Secrets” or proprietary
information;

    
      	
              a.  

            	
              strategic
      sourcing information or
analysis; 

            


    

    
      	
              b.  

            	
              patents,
      patent applications, developmental or experimental work, formulas, test
      data, prototypes, models, and product
      specifications;  

            


    

    
      	
              c.  

            	
              accounting
      and financial information; 

            


    

    
      	
              d.  

            	
              financial
      projections and pro forma financial
  information; 

            


    

    
      	
              e.  

            	
              sales
      and marketing strategies, plans and
  programs 

            


    

    
      	
              f.  

            	
              product
      development and product testing
  information; 

            


    

    
      	
              g.  

            	
              product
      sales and inventory
information; 

            


    

    
      	
              h.  

            	
              personnel
      information, such as employees’ and consultants’ benefits, perquisites,
      salaries, stock options, compensation, formulas or
      bonuses;  

            


    

    
      	
              i.  

            	
              organizational
      structure and reporting
relationships; 

            


    

    
      	
              j.  

            	
              business
      plans; 

            


    

    
      	
              k.  

            	
              names,
      addresses, phone numbers of
customers; 

            


    

    
      	
              l.  

            	
              contracts,
      including contracts with clients, suppliers, independent contractors or
      employees; business plans and
  forecasts;  

            


    

    
      	
              m.  

            	
              existing
      and prospective projects or business opportunities;
    and 

            


    

    
      	
              n.  

            	
              passwords
      and other physical and information security protocols and
      information. 

            


    

               

     “Trade
Secrets” includes any information that derives independent economic value,
actually and potentially, from not being generally known to, and is not readily
being ascertainable by proper means by, other persons who can obtain economic
value from their disclosure or use and that are the subject of efforts that are
reasonable under the circumstances to maintain their
secrecy.  Information that is or later becomes publicly available in a
manner wholly unrelated to any breach of this Agreement by Executive will not be
considered Confidential Information as of the date it enters the public
domain.  If Executive is uncertain whether something is Confidential
Information, Executive should treat it as Confidential Information until he
receives clarification from the person to whom he or she reports that it is not
Confidential Information.  Confidential Information shall remain at
all times the property of the Company.  Executive may use or disclose
Confidential Information only:

    


    
      	
              a.  

            	
              when
      he or she is employed by the Company, as authorized and necessary in
      performing the responsibilities of his or her position, provided that he
      or she has taken reasonable steps to ensure that the information remains
      confidential; or

            


    

    
      	
              b.  

            	
              with
      prior written consent of the CEO;
or

            


    

    
      	
              c.  

            	
              in
      a legal proceeding between Executive and the Company to establish the
      rights of either party under this Agreement, provided that Executive
      stipulates to a protective order to prevent any unnecessary use or
      disclosure; or

            


    

    
      	
              d.  

            	
              where
      such disclosure is required by law, provided that Executive has complied
      with the following procedures to ensure that the Companies have an
      adequate opportunity to protect their legal interests in preventing
      disclosure.  Upon receipt of a subpoena or any other compulsory
      legal process (“Compulsory Process”) that could possibly require
      disclosure of Confidential Information, Executive shall provide within
      forty-eight (48) hours of receiving it a copy of the Compulsory Process
      and complete information regarding the circumstances under which he or she
      received it to the General Counsel by hand delivery or by facsimile
      provided that Executive confirms with the General Counsel by phone
      conversation that the General Counsel received the
      facsimile.  Executive shall not make any disclosure until the
      latest possible date for making such disclosure in accordance with the
      Compulsory Process (“Latest Possible Date”).  If one of the
      Companies seeks to prevent disclosure in accordance with the applicable
      legal procedures, and provides Executive with notice before the Latest
      Possible Date that it has initiated such procedures, Executive shall not
      make disclosures of any Confidential Information that is the subject of
      such procedures, until such objections are withdrawn, or the appropriate
      tribunal either makes a final determination that the objections are
      invalid or orders Executive to make the
  disclosure.

            


    

    


    Executive
hereby acknowledges that any breach of this Section 8 would cause the Company
irreparable harm.

    


    
      	
              9.  

            	
              INTELLECTUAL
      PROPERTY.

            


    

    


    Executive  acknowledges
that all inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports, original works of authorship, copyrights and all
similar or related information (whether or not patentable) which relate to the
Company’s actual or anticipated business, research and development or existing
or future products or services and which are conceived, developed or made by
Executive while employed by the Company (“Intellectual Property”) belong to the
Company.  Executive agrees that both during and after his or her
employment with the Company that he or she will sign any documents or provide
any information necessary for the Company to protect its rights to such
Intellectual Property.  If Executive is unavailable to sign any
document that is necessary for the Company to protect its rights to such
Intellectual Property, Executive hereby authorizes the Company to sign on his or
her behalf.

     

    
      	
              10.  

            	
              NON-COMPETITION
      and NON-SOLICITATION.

            


    

     

    During
Executive’s employment and for a period of one year following the date on which
his or her employment ends for any reason, (the “Restricted Period”), the
Executive agrees to the following below Non-Competition and Non-Solicitation
restrictions.

     

    Notwithstanding
the above, in the event the Employment Term ends without the parties’ entering
into a new employment agreement or extending the Employment Term of this
Agreement and the Executive’s employment with the Company continues on an at
will basis, the one year period referenced above shall begin to run at the end
of the Employment Term.

    


    
      	
              a.  

            	
              Non-Competition

            


    

    


    Executive
shall not, directly or indirectly, individually or as part of or on behalf of
any other person, company, employer or other entity, except with prior written
approval of the Company’s CEO, (i) own, (ii) manage, (iii) operate, (iv) advise,
(v) be employed by in a capacity similar to the position he held with the
Company (vi) perform services for, (vii) consult with or (viii) control any
Competing Business.  “Competing Business”
shall mean a business that is selling products or services similar to those
products or services that any of the “Covered Entities” is selling as of the
date the Executive’s employment ends and continues to offer for sale during the
Restricted Period within any city, town or county in which, as of the date
Executive’s employment ends, any Covered Entity is actively marketing or has
made a significant investment in time and money prior to the date the
Executive’s employment ends to begin marketing its products or services
beginning within sixty (60) days after the date the Executive’s employment
ends.   “Covered Entities”
include the Company and any affiliated entities in which Executive is actively
engaged as an officer, director or employee or about which Executive has
received Confidential Information as a result of his or her Involvement
with the
Company.

    


                                               b.   Non-Solicitation

     

    Executive
shall not, directly or indirectly, individually or as part of or on behalf of
any other person, company, employer or other entity, except with prior written
approval of the Company’s CEO:

    


    
      	
              i.  

            	
              hire
      or attempt to hire a Covered Employee, encourage another to hire a Covered
      Employee, or otherwise seek to adversely influence or alter such Covered
      Employee’s relationship with the Company.  A “Covered Employee”
      shall mean any person who either is employed by the Company or has been
      employed by the Company within the preceding sixty (60)
    days;

            


    

    


    
      	
              ii.  

            	
              encourage
      or attempt to persuade a Customer to purchase other than from the Company
      products or services similar to those that the Company was selling as of
      the date Executive’s employment ends and is continuing to offer for sale.
      A “Customer” shall mean any person or entity that has purchased products
      or services from the Company within six (6) months prior to the date
      Executive’s employment ends; and/or

            


    

    


    
      	
              iii.  

            	
              encourage,
      or attempt to persuade any person or entity that the Company is using as a
      consultant or vendor as of the date Executive’s employment ends to
      terminate or modify such business relationship with the Company in a
      manner adverse to the Company.

            


    

    


    
      	
              c.  

            	
               Nature
      of Restrictions

            


    

     

    Executive
acknowledges that as a result of his or her employment as COO of ePlus inc. and
President of ePlus Technology, inc., he or she has held and will continue to
hold a position of utmost trust in which Executive has come to know and will
continue to come to know the Company’s employees, Customers and Confidential
Information.  Executive agrees that the provisions of this entire
Section 10 are necessary to protect the Company’s legitimate business
interests.  Executive warrants that these provisions shall not
unreasonably interfere with his or her ability to earn a living or to pursue his
or her occupation after his or her employment ends for any
reason.  Executive agrees that upon beginning any new employment or
business during the Restricted Period, he will promptly inform the Company of
the name and address of your his or her new employer or business and provide
such new employer or business with a copy of this Agreement and copy the Company
on the letter or email transmitting the Agreement to the appropriate person in
such new
employer or business.

     

    
      	
              11.  

            	
              CONFLICT
      OF INTEREST.

            


    

     

    During
his or her employment, Executive agrees to have undivided loyalty to the
Company.  This means that Executive shall avoid any situation that
involves or has the potential to appear to involve a conflict of interest, such
as participating in a business transaction that personally benefits Executive or
a relative based on information or relationships developed on the job, failing
to disclose that someone who is doing or seeking to do business with or work for
the Company is a relative or close personal associate, or receiving direct or
indirect compensation from a client or vendor.

      

    
      	
              12.  

            	
              RETURN
      OF PROPERTY.

            


    

     

    On the
date Executive’s  employment ends for any reason, or at any time
during his or her employment, on the request or direction of the Company,
Executive will immediately deliver to the Company any or all equipment,
property, material, Confidential Information, Intellectual Property or copies
thereof which are owned by the Company and are in Executive’s possession or
control.  This includes documents or other information prepared by
Executive, on his or her behalf or provided to him or her in connection with his
or her duties while employed by the Company, regardless of the form in which
such document or information are maintained or stored, including computer,
typed, handwritten, electronic, audio, video, micro-fiche, imaged, drawn or any
other means of recording or storing documents or other
information.  Executive hereby warrants that he will not retain in any
form such documents, Confidential Information, Intellectual Property or other
information or copies thereof.  Executive may retain a copy of this
Agreement and any other document or information describing any rights he or she
may have after the Termination Date.

    


    
      	
              13.  

            	
              COOPERATION
      WITH LEGAL PROCEEDINGS.

            


    

     

    Executive
agrees to reasonably cooperate with the Company in the defense or prosecution of
any claims or actions now in existence or which may be brought in the future
against or on behalf of any of the Companies, which relate to events or
occurrences that transpired while Executive was employed by any of the
Companies.  Executive’s reasonable cooperation in connection with such
claims or actions shall include, but not be limited to, being available to meet
with counsel to prepare for discovery or trial and to act as a witness on behalf
of any of the Companies.  Executive also agrees to reasonably
cooperate with any of the Companies in connection with any investigation or
review of any federal, state, or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
Executive was employed by any of the Companies.  Executive understands
that in any legal action, investigation, or review covered by this paragraph the
Company expects Executive to provide only accurate and truthful information or
testimony. The Company agrees to reimburse the Executive for any costs he
incurs in cooperation pursuant to this Section, including but not limited to
travel expenses and attorneys’ fees and costs. Nothing in this Section shall
limit any indemnification rights Executive may have on the effective date of
this Agreement.

     

    
      	
              14.  

            	
              REMEDY.

            


    

    


    
      	
              a.  

            	
              Executive
      acknowledges that his or her breach of the obligations contained in
      Sections 8, 9, 10, 11 and 12 of this Agreement would cause the Company
      irreparable harm that could not be reasonably or adequately compensated by
      damages in an action at law.  If Executive breaches or threatens
      to breach any of the provisions contained in Sections 8, 9, 10, 11 and
      12 of this Agreement, the Company shall be entitled to an injunction,
      without bond, restraining him or her from committing such
      breach.  The Company’s right to exercise its option to obtain an
      injunction shall not limit its right to any other remedies, including
      damages.

            


    

    


    
      	
              b.  

            	
              Any
      action relating to or arising from this Agreement shall be brought
      exclusively in a court of competent jurisdiction in the Commonwealth of
      Virginia, and Executive hereby consents to venue and personal jurisdiction
      in any such court in the Commonwealth of
  Virginia.

            


    

    


    
      	
              c.  

            	
              Executive
      expressly waives any right to a trial by jury for any action relating to
      or arising from this Agreement.

            


    

    


    
      	
              15.  

            	
              SUCCESSORS;
      BINDING AGREEMENT.

            


    

    


    
      	
              a.  

            	
              This
      Agreement shall be binding upon, and inure to the benefit of the parties
      hereto and their heirs, successors and
assigns.

            


    

    


    
      	
              b.  

            	
              The
      Company shall require any successor to all or substantially all of the
      business or assets of the Company expressly to assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company
      would be required to perform if no such succession had taken
      place.

            


    

    


    
      	
              16.  

            	
              NOTICES.

            


    

     

    For the
purpose of this Agreement, notices and all other communications provided herein
shall be in writing and shall be deemed to have been duly given when delivered
in person or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

       

    IF TO THE
EXECUTIVE:                                                                IF
TO THE COMPANY:

    Mark
Marron

    c/o ePlus
inc.                                                             ePlus inc.

    13595
Dulles Technology
Drive                                                    13595
Dulles Technology Drive

    Herndon,
VA
20171                                                                         Herndon,
VA 20171

                                                                

    


    
      	
              17.  

            	
              GOVERNING
      LAW.

            


    

     

    All
issues and questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.

     

    
      	
              18.  

            	
              SEVERABILITY.

            


    

    


    The
provisions of this Agreement are severable, and if any part of it is found to be
unlawful or unenforceable, the other provisions of this Agreement shall remain
fully valid and enforceable to the maximum extent consistent with applicable
law.

    


    
      	
              19.  

            	
              MISCELLANEOUS.

            


    

    


    No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the
Executive and the Company.  No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of other provisions or conditions at the same or at any
prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.

    


    
      	
              20.  

            	
              CODE
      SECTION 409A.

            


    

    


    It is the
intent of this Agreement to either meet an exception from or to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
and any rulings and regulations promulgated thereunder (collectively, the
“Code”), and any ambiguities herein will be so interpreted and this agreement
will be so administered.  References to a termination of employment in
Section 7 of this Agreement shall mean the date of a "separation from service"
within the meaning of Code Section 409A(a)(2)(A)(i).  If the Executive
is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at
the time of the Executive’s termination of employment, any nonqualified deferred
compensation subject to Code Section 409A that would otherwise have been payable
under this Agreement as a result of, and within the first six (6) months
following, the Executive’s "separation from service" and not by reason of
another event under Section 409A(a)(2)(A), will become payable six (6) months
and one (1) day following the date of the Executive’s separation from service
or, if earlier, the date of Executive’s death.  The Company agrees that it
will pay, indemnify and hold the Executive harmless for any additional tax or
interest penalty payable amount by the Executive on account of a violation of
section 409A.  Any payment by the Company of such amount shall include
a “gross-up” payment, which shall be the amount required to cause the net amount
retained by the Executive after payment of all taxes, including taxes on the
“gross-up” payment, to equal the amount of additional tax and interest penalty
payable by the Executive on account of the violation of section
409A.  Such payment shall be made by the Company within thirty (30)
days of the date that Executive submits proof of payment of such taxes to the
taxing authority and not later than the end of Executive’s taxable year next
following the taxable year in which the Executive submits the respective taxes
to the taxing authority. The Executive agrees that the Company may amend this
agreement, with the consent of the Executive, as the Company determines is
necessary or advisable so that payments made pursuant to this agreement will not
result in additional taxation of the Executive pursuant to the provisions of
section 409A of the code.  The Executive agrees that he will not
withhold his consent under this Section 20 if the proposed amendment does not
materially adversely affect the Executive’s rights under this
agreement.

    


    
      	
              21.  

            	
               RELOCATION
      ASSISTANCE.

            


    

     

    If the
Executive’s employment is terminated subsequent to a Change in Control prior to
April 15, 2012, the Company will pay for the Executive’s return relocation to
New York, using the same parameters in his initial relocation assistance
plan.  This paragraph 21 will survive the expiration of this
agreement.

     

    


    


    


    


    ePlus
inc.                                                                           Executive

    


    ____________________________                          ____________________________

                        Mark
Marron

    By:
_________________________

    


    Title:  _______________________

    


    
      	
              Date:  _______________________                         
      Date: 

            	
               ________________________

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


                                                                                                                    
EXHIBIT 1

     

    SAMPLE
RELEASE

     

    This
Release is entered into by ePlus inc. (hereafter referred to as “ePlus” or the
“Company”) and Mark Marron (hereafter referred to as “Employee”).

     

    WHEREAS,
Employee’s employment with ePlus terminated effective (insert
date).

    


    NOW
THEREFORE, in consideration of the premises and mutual promises contained in the
Employment Agreement between Employee and ePlus, the parties agree as
follows:

    


    Employee
agrees to and does hereby release ePlus, its past and present officers,
directors, agents, shareholders, trustees, partners, employees, in their
individual and/or corporate capacities, as well as its employee benefit plans,
affiliates, subsidiaries, predecessors, successors and successors in interest
(the “Releasees”)  from all claims, charges, causes of action or
other liabilities (hereafter collectively referred to as “claims”), whether in
contract or tort, known or unknown (with the exception of claims arising under
the ADEA, for which only known claims are released), arising out of or relating
in any way to his or her employment and/or termination of employment with ePlus,
including, but not limited to, claims for wrongful discharge, breach of
contract, express or implied, claims for wages, other compensation, pension,
severance pay or any other benefits of any kind, including but not limited to
claims arising under ERISA, claims for alleged discrimination under federal,
state or local law, including but not limited to Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
At (ADEA), and the American With Disabilities Act, claims arising under federal,
state or local law pertaining to family and/or medical leave, and any other
claims relating to his or her employment which could be brought under federal,
state or local law.  Any initiation of claims prohibited by this Agreement
shall be a breach of this Agreement and shall entitle ePlus to recover the
consideration as set in Paragraph 7(c) of the Employment Agreement, along with
reasonable attorney’s fees incurred by ePlus to litigate any such action to the
extent permitted by law.

    


    Employee
may, if desired, have a period of twenty-one calendar days to consider this
Release, including its reference to the ADEA contained in this paragraph. 
Employee is also advised to consult with an attorney (without expense to ePlus)
concerning release of claims under the ADEA prior to executing this
Agreement.  In addition, Employee may revoke this Agreement within a
period of seven calendar days following execution of this Agreement.  If
Employee does not revoke this Agreement during the revocation period, this
Agreement will become fully effective upon the expiration of the revocation
period.

    


    The
provisions of this Release shall inure to the benefit of the parties, their
successors and assigns and shall be binding upon the parties and their heirs,
executors, administrators, successors and assigns.

    


    This
Release shall be interpreted, applied and enforced in accordance with and shall
be governed by the laws of the state of Delaware, without regards to its
conflict of laws provisions.

    


    


    Employee
hereby certifies he has complied with Sections 8, 9, 10, 11 and 12 of his
Employment Agreement (confidentiality, intellectual property, non-compete,
non-solicit, conflict of interest and return of property
provisions).

    


    


    IN
WITNESS WHEREOF, the parties have executed this Release on the date set forth
next to each party’s signature.

    


    EMPLOYEE                                                                          
 ePlus

    


    


    _______________________________                         _____________________________

    Mark
Marron                                                                          Signature

    


    


     ______________________________

     Name / title

    


    _____________________________                             ______________________________

    Date                                                                                         Date