ex10-1.htm


    AMENDMENT
      TO SUPPLEMENTAL BENEFIT PLAN

    
This
      Amendment is made on December _____, 2008, by and between ePlus inc., a Delaware
      corporation (the “Employer”), and _____________
      (the “Executive”).

    


    RECITALS

    


    WHEREAS,
      the Employer and the
      Executive desire to amend the ePlus, Inc. Supplemental Benefit Plan for the
      Executive dated February 23, 2005 (the "Plan") to meet the requirements of
      Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings
      and regulations promulgated thereunder (the “Code”).

    


    NOW,
      THEREFORE, in
      consideration of the foregoing and the promises and covenants contained herein,
      the Employer and the Executive agree as follows:

    


    


    1.           
      A new Section 1.3 shall be added to the Plan which provides as follows:

    


    Code
      Section 409A.  The Plan constitutes a nonqualified deferred
      compensation plan which is subject to Section 409A of the Internal Revenue
      Code
      of 1986, as amended, and any rulings and regulations promulgated thereunder
      (collectively, the “Code”).  It is the intent of this Plan to comply
      with the requirements of Section 409A of the Code and, as such, the Plan will
      be
      interpreted and administered to so comply.

    


    


    2.           
      Section 3.1 is amended in its entirety to read as follows:

    


    Upon
      the
      Executive's termination of employment, other than by death or Termination for
      Cause, prior to August 11, 2014, the Employer will make a lump sum cash payment
      to the Executive in an amount equal to the then current value of the Executive's
      Deferred Benefit Account.  If the Executive's employment has not been
      terminated for any reason on or before August 11, 2014, Employer will make
      a
      lump sum cash payment to the Executive on such date in an amount equal to the
      then current value of Executive's Deferred Benefit
      Account.  Notwithstanding the above, if the Employer reasonably
      anticipates that the lump sum payment otherwise payable under this Section
      3.1
      is in excess of the amount which Section 162(m) of the Code would permit as
      deductible compensation, then the amount for which deduction would not be
      permitted by application of Section 162(m) shall be further
      deferred.  Such further deferred amount shall be distributed to the
      Executive consistent with Treasury Regulations Section 1.409A-2(b)(7)(i) during
      the first taxable year of the Executive in which the Employer reasonably
      anticipates (or should reasonably anticipate) that Section 162(m) will not
      bar
      deduction of such further deferred amount to the extent distributed in such
      year.

    


    


    3.           
      A new Section 3.5 shall be added to the Plan which provides as follows:

    


     

    References
      to a termination of employment in this Plan 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
      amount that would otherwise have been payable under Section 3.1 of this Plan
      upon or within the first six (6) months following the Executive’s "separation
      from service" 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 payments made under this Plan.

     

    


    IN
      WITNESS WHEREOF, the
      undersigned parties have caused this Amendment to be executed on the date first
      set forth above.

    


    EXECUTIVE                                                                                     
      ePLUS, INC.

    


    


    ______________________________            
      ______________________________

    [Executive]                                                                                     
      Signature

    


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