exh10-2.htm


    ePlus
      inc.

    FY
      2008 Executive Incentive Plan

    


    
      	
              1.  

            	
              Purpose

            


    

    


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

    


    
      	
              2.  

            	
              Administration

            


    

    


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

    


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

    


    
      	
              3.  

            	
              Awards

            


    

    


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

    


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

     

    
      
        
        

      

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

    


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

    


    
      	
              4.  

            	
              Participants

            


    

    


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

    


    
      	
              5.  

            	
              Amendment/Termination
                of the Plan

            


    

    


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

    


    
      	
              6.  

            	
              Termination
                of Employment; Transfer
                Restrictions

            


    

    


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

    


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

     

    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

     

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

    


    
      	
              7.  

            	
              Effectiveness

            


    

    


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

    


    
      	
              8.  

            	
              Criteria

            


    

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

     

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

    


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

     

     

    Pursuant
      to Section 7, the foregoing ePlus inc. FY 2008 Executive Incentive
      Plan is hereby approved by the undersigned, as Chairman
      of the Compensation Committee of the ePlus inc. Board of Directors on, and
      is effective as of, the date hereof.

    
      
	Date:  March 6, 2008	By: /s/ Milton E. Cooper, Jr. 
	 	Chairman, Compensation Committee 
	 	Board of Directors 
	 	ePlus inc. 


        

        
 
 
                                                                  
                                                                   
                                                                  

      
    

    
      
        
        

      

      
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