ex10-2.htm


    THIS
      EMPLOYMENT AGREEMENT (THE “AGREEMENT”) is effective the 9th day of December,
      2008, by and between ePlus, inc. a Delaware corporation (the “Company” or,
      collectively with its subsidiaries, the “Companies”) and Bruce M. Bowen (the
“Executive”).

    


    RECITAL

    


    The
      Executive is employed as the Company’s Executive Vice President, 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 covenants herein
      contained, the parties do hereby agree as follows:

     

        1. 
      EFFECTIVE DATE.  This agreement shall be effective December 9,
      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 December 9, 2008 through and including
                December 9, 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’s 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’s
                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

            
	
              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’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; or

               

            


    

    
      	
              iii.  

            	
              the
                Company’s requirement that the Executive be based anywhere 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. 

               

            


    

    
      	
              (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 Company’s Executive Vice President. The Executive shall be
                responsible for, but not limited to, the following areas: the company’s
                strategy, organization and operations for all of the Company’s leasing and
                financing (non-trade) activities;

            


    

    
      	
              b.  

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

            
	
              c.  

            	
              devote
                his 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.  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 Three Hundred Thirty Thousand
                Dollars ($330,000), which may be increased from time to
                time.  The base annual salary shall be effective as of November
                21, 2008.

            
	
               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.

            


    

    


        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.

               

            


    

    
      	
              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 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 any time (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-solicit, 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) one year 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 one year 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 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 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.

    


    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 one year 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 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 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’:

           

    
      	
              •

            	
              “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 not
      being 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.

    


    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.

    


                  
      (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 Executive Vice President
      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 with 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 Restricted 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.

     

        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 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 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 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 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 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 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; 
	Bruce
                M.
                Bowen  	ePlus,
                inc. 
	10895
                Lake
                Windermere Drive 	13595
                Dulles
                Technology Drive 
	Great
                Falls, VA
                22066 	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.  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.

          

                                                    

    ePlus
      inc.                                                                           
Executive

    


    


    


    /s/Phillip
      G.
      Norton                                    /s/Bruce
      M. Bowen

    Phillip
      G.
      Norton                                                                 Bruce
      M. Bowen

    Chief
      Executive Officer

    


    Date: 12/10/08                                             Date:
12/10/08