ex10_1.htm


    
      

    

    Exhibit 10.1

    
       

      THIS
        EMPLOYMENT AGREEMENT (THE “AGREEMENT”) is effective the 1st
        day of
        November, 2008, by and between ePlus, inc. a Delaware corporation (the
“Company”) and Kleyton Parkhurst (the “Executive”).

      


      RECITAL

      


      The
        Executive is employed as Senior Vice President and Assistant Secretary 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 November 1,
        2008.

      


      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
                  duties under this Agreement, even with reasonable accommodation,
                  for more
                  than twelve (12) weeks, whether or not consecutive, in any twelve-month
                  period.

              


      

      


      
        	
                 
                  

              	
                (b)

              	
                “Employment
                  Term” shall be the period from November 1, 2008 through and including
                  October 31, 2009.

              


      

      


      
        	
                 
                  

              	
                (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 duties to the Company and such failure
                  was
                  not cured within 30 days of the Company providing Executive with
                  notice of
                  such failure; or

              


      

      
        	
                 
                  

              	
                ii.

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

              


      

      
        	
                 
                  

              	
                iii.

              	
                Acted
                  or failed to act in a manner that constitutes gross misconduct,
                  embezzlement, misappropriation of corporate assets, 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;

              


      

      
        	
                 
                  

              	
                vi.

              	
                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 with notice of such refusal or failure;
                  or

              


      


      
        
           
            

        

        
          1

          
            

          

        

        
           
            

        

      


      
        	
                 
                  

              	
                vii.

              	
                Any
                  other material breach of this Agreement or the duty of
                  loyalty.

              


      

      


      


      
        	
                 
                  

              	
                (e)

              	
                “Good
                  Reason” shall mean that within thirty days prior to the Executive
                  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 of 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;
                  or

              


      

      


      
        	
                 
                  

              	
                iii.

              	
                the
                  Company’s requirement that the Executive be based anywhere outside of a
                  35
                  miles 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.

              


      

      


      
        	
                 
                  

              	
                (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
        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 Senior Vice President and Assistant Secretary. The Executive
                  shall
                  be responsible for, but not limited to, the following
                  areas:  Mergers and Acquisitions, Credit, Marketing and Treasury
                  operations  (National City relationship) for the
                  Company;

              


      

      
        	
                 
                  

              	
                b.

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

              


      


      
        
           
            

        

        
          2

          
            

          

        

        
           
            

        

      


      
        	
                 
                  

              	
                c.

              	
                devote
                  his full business time, attention, skill and energy to the business
                  of the
                  Company and shall 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.  With prior
                  written approval from the Company, Executive may engage in appropriate
                  civic, charitable, or educational activities provided that such
                  activities
                  do not 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 he
                  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 two hundred and fifty thousand
                  dollars ($250,000), which may be increased from time to
                  time.

              


      

      
        	
                 
                  

              	
                b.

              	
                Based
                  on his MBOs and overall company performance he shall be eligible
                  to be
                  considered for an annual bonus of up to 50% of his base salary
                  then in
                  effect under the terms and conditions as outlined in the Executive
                  Incentive Plan.

              


      

      
        	
                 
                  

              	
                c.

              	
                He
                  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.

              


      

      
        	
                 
                  

              	
                d.

              	
                He
                  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 professional, industry
                  association memberships incurred by him in performing his duties,
                  in
                  accordance with the Company’s expense reimbursement policies in place from
                  time to time.

              


      

      
        	
                 
                  

              	
                e.

              	
                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.

              


      


      
        
           
            

        

        
          3

          
            

          

        

        
           
            

        

      


      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.  Termination by the Company for Good Cause shall
                  be effective on the date the Company gives notice of such termination
                  to
                  the Executive.

              


      

      


      
        	
                 
                  

              	
                ii.

              	
                During
                  the Employment Term, the Company may terminate the Executive’s employment
                  at any time without Good Cause upon 30-days notice 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 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
                  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 period of
                  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 employment
                  for Good
                  Reason as defined in Section 2(e) only if the  Executive has
                  provided the Board with 10 business days notice of his intent to
                  terminate
                  his employment for Good Reason 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
                  day after the Company receives Executive’s written notice and fails to
                  cure the Good Reason identified in Executive’s
                  notice.

              


      


      
        
           
            

        

        
          4

          
            

          

        

        
           
            

        

      


      
        	
                 
                  

              	
                c.

              	
                Termination
                  by Reason of Death or Incapacity.

              


      

      


      Executive’s
        employment with the Company shall 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 employment at any time for any
        reason
        or no reason upon 30 days 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 anytime (during or after the Employment
                  Term) for any reason, the Company shall pay the Executive his then
                  current
                  base salary and provide the Executive his 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.

              


      

      


      
        	
                 
                  

              	
                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 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-solicitation, conflict
                  of interest
                  and return of property provisions),
                  then:

              


      

      


      1)  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, and an additional amount equal to
        the greater of (a) six months of Executive’s base salary or (b) the balance of
        his salary through the end of the Employment Term.

      


      2)  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
        employment for Good Reason, as described in Section 6(b)(ii), then (a) the
        Company shall also pay Executive an amount equal to six months of the
        Executive’s base salary; and (b) provided that the Executive remains eligible
        for and timely elects to continue his 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
        and his dependants through COBRA for a period of not longer than six months
        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 six month 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 under
        this Section and any amounts earned by the Executive subsequent to his
        termination shall not serve as an offset to the payments due him by the Company
        under this Section.


      
        
           
            

        

        
          5

          
            

          

        

        
           
            

        

      


      3.  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 six months of the Executive’s
        base salary and (b) provided that the Executive remains eligible for and
        timely
        elects to continue his 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 and his dependants through
        COBRA for a period of not longer than six months 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 six month
        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 under this Section and any
        amounts earned by the Executive subsequent to his termination shall not serve
        as
        an offset to the payments due him by the Company under this
        Section.

      


      4.  Any
        payments due under Section 7(c)(1)(a) or (b), 7(c)(2)(a)
        or 7(c)(3)(a)
        of the Agreement shall be made in a lump sum within 30 days following the
        termination of employment.

       

      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 employment or after
        his
        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 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” includes without limitation
        information regarding either the Companies’, or their successors’, parents’,
        affiliates’, customers’ or business partners’:


      
        
           
            

        

        
          6

          
            

          

        

        
           
            

        

      


      
        	
                •

              	
                “Trade
                  Secrets” or proprietary
                  information;

              


      

      
        	
                •

              	
                strategic
                  sourcing information or analysis;

              


      

      
        	
                •

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

              


      

      
        	
                •

              	
                accounting
                  and financial information;

              


      

      
        	
                •

              	
                financial
                  projections and pro forma financial
                  information;

              


      

      
        	
                •

              	
                sales
                  and marketing strategies, plans and
                  programs

              


      

      
        	
                •

              	
                product
                  development and product testing
                  information;

              


      

      
        	
                •

              	
                product
                  sales and inventory information;

              


      

      
        	
                •

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

              


      

      
        	
                •

              	
                organizational
                  structure and reporting
                  relationships;

              


      

      
        	
                •

              	
                business
                  plans;

              


      

      
        	
                •

              	
                names,
                  addresses, phone numbers of
                  customers;

              


      

      
        	
                •

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

              


      

      
        	
                •

              	
                existing
                  and prospective projects or business opportunities;
                  and

              


      

      
        	
                •

              	
                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
        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 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 is employed by the Company, as authorized and necessary in performing
        the
        responsibilities of his position, provided that he 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 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.


      
        
           
            

        

        
          7

          
            

          

        

        
           
            

        

      


      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 employment
        with the Company that he 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 behalf.

       

      10.  NON-COMPETITION
        and NON-SOLICITATION.

      


      During
        Executive’s employment and for a period of one year following the date on which
        his employment ends for any reason, (the “Restricted Period”), the Executive
        agrees to the following

      


      (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 (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 Involvement with the
        Company.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (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 employment as Senior Vice President
        and
        Assistant Secretary of the Company, he 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 in his ability to earn a living or to pursue his
        occupation after his employment ends for any reason.  Executive agrees
        that upon beginning any new employment or business during the Restrictive
        Period, he will promptly inform the Company of the name and address of your
        his
        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.


      
        
           
            

        

        
          9

          
            

          

        

        
           
            

        

      


      11.  CONFLICT
        OF INTEREST

      


      During
        his 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 Companies 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 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 Companies and are in Executive’s possession or
        control.  This includes documents or other information prepared by
        Executive, on his behalf or provided to him in connection with his 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 may have after the Termination
        Date.

      


      13.  COOPERATION
        WITH LEGAL PROCEEDINGS.

       

      Executive
        agrees to reasonably cooperate with the Companies 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.

       

      
        
          
          

        

        
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      14.  REMEDY

      


      (a)           Executive
        acknowledges that his 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 be 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
        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;

                
	
                  Kleyton
                    Parkhurst

                	
                  ePlus,
                    inc.

                
	
                  13595
                    Dulles Technology Drive

                	
                  13595
                    Dulles Technology Drive

                
	
                  Herndon,
                    VA  20171

                	
                  Herndon,
                    VA 20171

                


        

      


      
        
           
            

        

        
          11

          
            

          

        

        
           
            

        

      


      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.  Executive is solely
        responsible for any taxes payable under Section 409A of the Code or any other
        taxes payable with respect to any severance or other post-employment payments
        or
        other payments made under this Agreement.

       

       

      
        
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      	 	ePlus
              inc.  	 	 	 	 	Executive 	 	 
	 	 	 	 	 	 	 	 	 
	 	/s/Phillip
              G. Norton 	11/03/2008	 	 	 	/s/Kleyton
              Parkhurst	10/31/08 	 
	 	Phillip
              G.
              Norton 	 Date	 	 	 	Kleyton
              Parkhurst	Date 	 


    

     

     

     

     

     

    
      
        
        

      

      
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