Eplus Inc 8-K, filed Nov 22, 2023
Eplus Inc (PLUS)
8-K
2023-11-22
For: 2023-11-17
View Original
Added on
April 12, 2026
About this 8-K
Eplus Inc filed this 8-K on November 22, 2023, reporting on events of November 17, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 17, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(703 ) 984-8400
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 17, 2023, the Compensation Committee of the Board of Directors of ePlus inc. (the “Company”) awarded long-term cash performance awards (“Cash Performance Awards”) and performance stock unit awards (“Performance Stock Units”) to each of the Company’s three named executive officers: (1)
Mark P. Marron, the Company’s Chief Executive Officer and President; (2) Elaine D. Marion, the Company’s Chief Financial Officer; and (3) Darren S. Raiguel, the Company’s Chief Operating Officer. The Compensation Committee granted both the Cash
Performance Awards and the Performance Stock Units under the Company’s 2021 Employee Long-Term Incentive Plan.
In February 2023, the Compensation Committee retained Pay Governance LLC (the “Compensation Consultant”) to conduct a survey (the “Pay Governance Survey”) of
the Company’s executive compensation program and recommend appropriate changes for the 2024 fiscal year. The Pay Governance Survey benchmarks the Company’s compensation practices as compared to the Company’s peer group, as disclosed in the Company’s
2023 Annual Proxy Statement, as filed with the Securities and Exchange Commission on July 25, 2023 (the “2023 Proxy Statement”). The Company’s general executive compensation program has historically included base salary, an annual cash incentive
award, a long-term cash incentive award and restricted stock, as described in the 2023 Proxy Statement.
As a result of the Pay Governance Survey and based on the Compensation Consultant’s recommendations, the Company issued the Cash Performance Awards in line
with the Company’s historic long-term cash incentive awards (though with certain updated terms as described below) and issued Performance Stock Units for the first time. The Cash Performance Awards and the Performance Stock Units are designed to
align each executive’s total direct compensation with the long-term interests of the Company and its stockholders by further linking compensation to performance.
Cash Performance Awards
Mr. Marron, Ms. Marion and Mr. Raiguel were granted Cash Performance Awards with a target award amount of $275,000, $150,000 and $150,000, respectively.
The Cash Performance Awards represent the right to receive a cash lump sum, subject to the Company's achievement of certain performance goals set forth in the
award agreement. The Cash Performance Awards will be earned based on the achievement of two performance goals as determined by the Compensation Committee at the end of a three-year performance period ending March 31, 2026.
The two categories of performance goals to be achieved during the performance period, which will be weighted at the end of the performance period, are as
follows: (1) 50% of the Cash Performance Awards will be earned if the Company’s actual operating income meets a certain growth percentage over the performance period and (2) 50% of the Cash Performance Awards will be earned if the Company’s actual
net sales meets a certain growth percentage over the performance period. The total potential Cash Performance Awards’ payments range from 0% to 150%, which can be met by one or both of the performance targets.
Performance Stock Units
Mr. Marron, Ms. Marion and Mr. Raiguel were granted Performance Stock Units in the amount of 8,173, 3,269 and 3,678, respectively.
The Performance Stock Units represent the right to receive a number of shares of the Company’s common stock on a one-to-one basis with the number of
Performance Stock Units granted, subject to the Company's achievement of certain performance goals set forth in the award agreement. The Performance Stock Units will vest based on the achievement of three performance goals as determined by the
Compensation Committee at the end of a three-year performance period ending March 31, 2026.
The three categories of performance goals to be achieved during the performance period, which will be weighted at the end of the performance period, are as
follows: (1) 45% of the Performance Stock Units will be earned if the Company’s actual operating income meets a certain growth percentage over the performance period; (2) 45% of the Performance Stock Units will be earned if the Company’s actual net
sales meets a certain growth percentage over the performance period ((1) and (2) together, the “Financial Metrics”); and (3) 10% of the Performance Stock Units will be earned if the Company achieves a threshold relative total shareholder return based
on the Russell 2000 (the “Relative TSR Metric”). The total number of Performance Stock Units that vest range from 0% to 200% of the number of Performance Stock Units at the target level of achievement for one or more of the performance targets.
Termination of Service Under the Cash Performance Awards and Performance Stock Units
The Cash Performance Awards will only be earned, and the Performance Stock Units will only vest, upon the achievement of the performance goals as determined
by the Compensation Committee at the end of the performance period, subject, in general, to the executive's continuous employment with the Company through the end of the performance period; provided, however, the Cash Performance Awards and the
Performance Stock Units will: (1) in the event of the executive’s death or disability, be earned or vest at the performance target level; (2) in the event of the executive’s retirement, be earned or vest based upon the performance targets achieved as
if the executive had remained employed until the end of the performance period, subject to certain criteria; and (3) in the event of a termination without cause or termination for good reason, a prorated portion based on days employed is earned or
will vest based upon the performance targets achieved as if the executive had remained employed until the end of the performance period. Further, if a change in control of the Company occurs with no equivalent award granted and the executive is
terminated for good reason or without cause within 24 months of the change in control, (1) the Cash Performance Awards will immediately be earned at the performance target level of achievement for both financial metric components; and (2) the
Performance Stock Units will immediately vest at the performance target level of achievement for the Financial Metrics and at the greater of the performance target or actual level of achievement for the Relative TSR metric.
The Cash Performance Awards and the Performance Stock Units are subject to the terms and conditions of the award agreements evidencing the grants and the
Company’s 2021 Employee Long-Term Incentive Plan. The foregoing summary of the Cash Performance Awards and the Performance Stock Units does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of Cash
Performance Awards and the Performance Stock Units, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
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Exhibit No.
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Description
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10.1
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Form of Cash Performance Award Agreement
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10.2
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Form of Performance Stock Unit Award Notice and Award Agreement
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104
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Cover Page Interactive Date File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ePlus inc.
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By: /s/ Elaine D. Marion
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Elaine D. Marion
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Chief Financial Officer
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Date: November 22, 2023
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Exhibit 10.1
ePlus inc.
Cash Performance Award Agreement
Cash Performance Award Agreement
Name of Participant: _______________
Grant Number: _______________
Grant Date: _______________
This Cash Performance Award Agreement (“Agreement”) sets forth a Performance Award payable in cash pursuant to Section 6(d) of ePlus inc. (“the Company”)’s
2021 Employee Long-Term Incentive Plan (the “Plan”) for the Performance Period of <Date> to <Date> (“Full Performance Period”).
***********
Full Performance Period: <Date> to <Date>, inclusive
Target Award: $_______________
Your Performance Award will be evaluated based on the following Performance Criteria (each a “Performance Target”):
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Performance Target
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% of Award
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Escalators/Cap apply as follows:
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Less than 75% of Performance Target achieved
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No Performance Award payable relating to that Performance Target
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Between 75 – 100% of Performance Target achieved
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Performance Award shall be 50%, plus an additional 2.0% for each percentage point over 75% of Performance Target achieved
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More than 100% of Performance Target achieved
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Performance Award shall be 100%, plus an additional 5.0% for each percentage point over 100% of Performance Target achieved, subject to the Total
Maximum Award Dollars
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Total Maximum Award Dollars
(for all Performance Targets combined) |
Performance Award shall be 150% of Target Award
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In calculating whether the Performance Target has been achieved, actual results will be adjusted to exclude the following, as applicable:
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all items of revenue, gain, or loss determined by the ePlus Board of Directors to be extraordinary or unusual in nature, and not incurred or realized in the ordinary
course of business; and
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any revenue, gain, or loss attributable to the business operations of any entity acquired by ePlus during the Performance Period.
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In addition, if a divestiture occurs during the Performance Period, the target and actual results will be adjusted to exclude any revenue, gain or loss
attributable to the business operations of the divested part of the business.
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Terms and Conditions
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1.
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Performance Award – Terms and Conditions. This
Agreement confirms the grant under and subject to the provisions of the Plan and the terms and conditions set forth herein (“Terms and Conditions”) to the above-named Participant. This Agreement merely evidences such grant, and does not constitute property of any nature
or type or confer any additional rights. This Performance Award is subject in all respects to the applicable terms of the Plan, as well as the terms of the Company’s Policy for Recoupment of Incentive Compensation. A copy of the Plan (or
related Prospectus delivered to you with this Agreement) may be obtained at no cost by contacting the HR Department at hr@eplus.com.
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2.
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Prohibition Against Transfer. The Performance Award
and the rights granted under the Plan and this Agreement are not transferable except to family members or trusts by will or by the laws of descent and distribution, as permitted by the Plan and applicable law or regulations.
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3.
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Forfeiture; Termination of Employment. In order to
receive a Performance Award for the Performance Period under this Agreement, the Participant, except as provided below, must remain employed through the end of the Performance Period, and then the Company shall pay to the Participant the
Performance Award in a cash lump sum as described below.
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a.
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Death or Disability. In the event of termination of
the Participant’s employment during the Performance Period, due to death or Disability, the Company shall pay to the Participant a cash amount equal to the Target Award in a cash lump sum as soon as practicable following the date of the
Participant’s employment termination but no later than March 15th of the calendar year following the calendar year in which such employment termination occurs.
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b.
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Retirement. If (1) at least one full year has passed
since the beginning of the Performance Period, (2) the Participant has met the criteria for Retirement as defined in the Plan, (3) the Participant provides reasonable notice of Retirement, (4) at the time of Retirement, the Participant has
complied with the Company’s Code of Conduct, and (5) the Participant has complied with all applicable post-employment requirements, such as confidentiality and non-competition, then following the end of the Performance Period, the Company
shall pay to the Participant, pursuant to Section 4 of this Agreement, the Performance Award based upon the Performance Targets achieved in the same manner as if the Participant had remained employed until the end of the Performance Period.
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c.
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Termination without Cause, or Termination for Good Reason,
without a Change in Control. If a Change in Control has not occurred during the Performance Period and during the Performance Period (1) the Participant’s employment is terminated without cause, or (2) the Participant’s
employment is terminated for good reason, then: following the end of the Performance Period, the Company shall pay to the Participant, pursuant to Section 4 of this Agreement, the Performance Award based upon the Performance Targets
achieved in the same manner as if the Participant had remained employed until the end of the Performance Period but prorated based upon the number days the Participant was employed during the Performance Period.
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d.
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Change in Control. In the event of a Change in
Control and provided that within thirty (30) days of the Change in Control the Participant is not provided an equivalent value agreement that supersedes this Agreement, if the Participant’s employment is terminated within twenty-four (24)
months after the Change in Control for good reason or without cause, then the Company shall pay to the Participant a cash amount equal to the Target Award in a cash lump sum as soon as practicable after the date of the Participant’s
employment termination, but in no event later than thirty (30) days following the date of the Participant’s employment termination.
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4.
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Tax Withholding and Payment Date. Any Performance
Award payable under this Agreement shall be reduced by all applicable federal, state, and local withholding taxes and any other legally required withholdings. The Committee shall be authorized, in its sole discretion, to establish such
rules and procedures relating to the satisfaction of any tax withholding obligations as it deems necessary and appropriate. Except as provided in Section 3(a)(Death or Disability) and 3(d)(Change in Control) above, any Performance Award
under this Agreement shall be paid in a cash lump sum as soon as practicable following the end of the Full Performance Period for which the Performance Award is payable, but no later than December 31st following the end of the Full
Performance Period.
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5.
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Miscellaneous. This Agreement: (a) shall be binding
upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 7 and 8 of the Plan, may not
be amended without the written consent of both the Company and the Participant.
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6.
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No Agreement to Employ. The Agreement shall not in
any way interfere with or limit the right of the Company to terminate the Participant’s employment or service with the Company at any time, and no contract or right of employment shall be implied by this Agreement or the Plan.
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7.
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Incorporation of Plan Provisions. This Agreement is
made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan except that the definitions of “cause” and
“good reason” in any applicable employment agreement with the Company and/or its Affiliates shall apply in substitution of the Plan’s definitions. In the event of a conflict between the terms of this Agreement and the Plan, the terms of
the Plan shall govern. In the event of a conflict between this Agreement and the Participant’s applicable employment agreement with the Company and/or its Affiliates, this Agreement shall take precedence.
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8.
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Adjustment of Award. In the event it is determined
that the grant, vesting or cash payment under this Agreement was made based on incorrect financial results, the Committee will review such grant, vesting, delivery or payment. If the amount of the grant, vesting, delivery or payment would
have been lower had the level of achievement of applicable financial performance goals been calculated based on the correct financial results, the Committee may, in its sole discretion, adjust (i.e., lower) the amount of such grant, vesting, delivery or payment so that it reflects the amount that would have applied based on the correct financial results and, to the
extent permitted by applicable law, require the reimbursement by the Participant of any amount delivered or paid to or received by the Participant with respect to such award. Additionally, cash payments under this Agreement are subject to
recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.
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9.
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Parachute Payments. In the event that any payment or
benefit received or to be received by the Participant under this Agreement or any other Award under the Plan in connection with a Change in Control (collectively, the “Change in Control Payments”) would (i) constitute (together with other payments or benefits contingent on a Change in Control) a “parachute payment” within the meaning of Section 280G of the Code or any successor provision and (ii) but for this Section 9, be subject to the excise tax imposed on the Participant by Section 4999 of
the Code or any successor provision (the “Excise Tax”), then the Participant shall receive:
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(A)
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the full amount of such Change in Control Payments, or
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(B)
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such lesser amount of such Change in Control Payments, which would result in no portion of such Change in Control Payments being subject to the
Excise Tax,
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whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results
in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments or benefits contingent on the Change in Control (including without limitation the Change in Control Payments), notwithstanding that all or some portion of
such Change in Control Payments may be taxable under Section 4999 of the Code.
Any determination required under this Section 9 shall be made in writing by an independent public accounting firm or other independent
third party selected by the Company (the “Accountants”), whose costs shall be paid by the Company and whose determination shall be conclusive and binding upon the Participant and the Company for all purposes. For purposes of making the calculations
required by this Section 9, the Accountants may make reasonable assumptions concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the
Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. In the event the Accountants determine the Change in Control Payments are to
be reduced under (B) above, such reduction shall first be made as to any such cash payment or benefit under any Plan awards in reverse chronological order of the grant date, and then any Common Stock payment or benefit under any Plan awards in
reverse chronological order of the grant date.
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10.
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Code Sections 409A and 4999. This
Agreement is intended to be exempt from or meet the requirements of Section 409A of the Code and shall be so interpreted to the greatest extent possible without changing the economics of any Award. Nonetheless, the Participant shall be
responsible for any taxes payable as the result of entering into this Agreement or receiving an Award, including without limitation any taxes payable under Sections 409A and 4999 of the Code.
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11.
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Committee Authority. The Committee
will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any award targets have been reached). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon Participant, the
Company and all other interested persons.
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12.
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Entire Agreement. This Agreement
and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements and understandings of the parties, either express or implied.
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AGREEMENT
Indicate your acceptance of the foregoing terms and conditions governing this Agreement by signing and dating below, or electronically sign via DocuSign.
I hereby accept and agree to all the foregoing terms and conditions governing this Agreement.
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Executive:
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For ePlus’ Compensation Committee:
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Signature:
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Signature:
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Name:
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Name:
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Date:
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Date:
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Exhibit 10.2
ePlus inc.
2021 Employee Long-Term Incentive Plan (the “Plan”)
Performance Stock Unit Award Notice and Award Agreement (“Award Agreement”)
PART I
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Name of Participant: ___________________
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Award Number: ___________________
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Effective ___________________ (“Award Date”), you have been granted a Performance Stock Unit Award of 1 target units for 1 target shares (“Awarded PSUs”)
of ePlus inc. (the “Company”) common stock, par value $0.01 per share (“Shares”), as further specified in Appendix A of this Award Agreement (including upward and downward adjustments to the amount of Awarded PSUs). These Awarded PSUs are restricted, and not settled in
Shares, until both the Service Condition and the Performance Condition are satisfied.
The Service Condition and the Performance Condition will be determined as of the date below with respect to the Awarded PSUs:
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Number of Awarded PSUs
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Vesting Date
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___________________
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___________________
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By your signature and the Company’s signature below, you and the Company agree that this Award is granted under and governed by the terms and conditions
of the Plan and the Award Agreement (including PART I and PART II), all of which are made a part of this document.
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Executive:
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For ePlus’ Compensation Committee:
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Signature:
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Signature:
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Name:
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Name:
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Date:
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Date:
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PART II
General Terms and Conditions
Section 1. General Terms.
(a) Size and Type of Award. The
Performance Stock Units for Shares covered by this Award (the “Awarded PSUs”) are listed in Part I of this Award Agreement (“Award Notice”), and are
subject to all of the terms and conditions of the ePlus inc. 2021 Employee Long-Term Incentive Plan (the “Plan”), as well as the terms of the
Company’s Policy for Recoupment of Incentive Compensation. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
(b) 409A Compliance.
It is intended that the Awarded PSUs granted pursuant to this Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance promulgated thereunder (“Section 409A”) or an
exception thereto, and all provisions of this Award Agreement shall be construed, interpreted, and administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. It is further intended that all
payments related to, or settlements of, the Awarded PSUs hereunder qualify for the “short-term deferral” exception under Section 409A.
(c) Employment. Your
employment with the Company and/or its Affiliates constitutes adequate consideration for the issuance of the Shares to you having a value at least equal to the par value of the Shares, but the vesting conditions described below will nevertheless
determine your right to acquire unrestricted ownership of the Shares to be issued upon settlement of vested Awarded PSUs.
Section 2. Vesting.
(a) Vesting Date. The
vesting date (the “Vesting Date”) for your Awarded PSUs is specified in Appendix A. After the Vesting Date, subject to the provisions of this Award Agreement (including Section 2(b) below), you
will, pursuant to Section 3 of this Part II below, obtain the Shares to be issued upon settlement of your vested Awarded PSUs.
(b) Vesting Conditions.
There are two conditions you must satisfy before your Awarded PSUs will vest:
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You must, except as otherwise provided herein, either (1) remain in continuous service with the Company and/or its Affiliates as an Employee from the Award Date
through the Vesting Date (the “Service Condition”) or (2) have terminated employment in accordance with the below provisions; and
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The Performance Criteria specified in Appendix A of
this Award Agreement must be met as of the end of the Performance Period as determined by the Committee in accordance with the terms of the Plan (the “Performance Condition”).
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(c) Forfeitures. Except as otherwise provided herein, if you terminate service with the Company and its Affiliates prior to the Vesting Date, you will forfeit the
Awarded PSUs that are scheduled to vest on or after such termination of service date. When you forfeit Awarded PSUs, all of your interest in the unvested Awarded PSUs will be automatically canceled. Notwithstanding the foregoing, the following
exceptions shall apply:
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Death or Disability. In the event of termination of your employment during
the Performance Period due to death or Disability, your Awarded PSUs will vest at the Performance Target level of achievement and be settled as provided in Section 3 of Part II of this Award Agreement;
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Retirement. If (A) at least one full year has passed since the beginning of
the Performance Period, (B) you have met the criteria for Retirement as defined in the Plan, (C) you provide reasonable notice of Retirement, (D) at the time of Retirement , you have complied with the Company’s Code of Conduct, and (E) you
have complied with all applicable post-employment requirements, such as confidentiality and non-competition, then following the end of the Performance Period, you shall vest in your Awarded PSUs based upon the Performance Targets achieved
in the same manner as if you had remained employed until the end of the Performance Period;
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Termination without Cause or Termination for Good Reason without a Change in Control.
If a Change in Control has not occurred during the Performance Period and during the Performance Period your employment is terminated without cause or your employment is terminated for good reason, then: following the end of the
Performance Period, you shall vest in your Awarded PSUs based upon the Performance Targets achieved in the same manner as if you had remained employed until the end of the Performance Period but prorated based upon the number of days you
were employed during the Performance Period;
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Change in Control. In the event of a Change in Control and provided that
within thirty (30) days of the Change in Control you are not provided an equivalent value agreement that supersedes this Award Agreement, if your employment is terminated within twenty-four (24) months after the Change in Control for good
reason or without cause, then you shall vest in your Awarded PSUs upon your employment termination date at the Performance Target level of achievement for the financial metrics listed in Appendix A, and at the greater of the Performance Target or actual level of achievement for the Relative TSR metric listed in Appendix A, and your Vested PSUs shall be settled as provided in Section 3 of Part II of this Award Agreement.
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(d) Definition of Service. For purposes of determining the vesting of your Awarded PSUs, you will be deemed to be in the
service of the Company and/or its Affiliates for so long as you serve in any capacity as an Employee.
(e) Application of Other Forfeitures and Clawback Policy. Notwithstanding anything in this Award Agreement to the contrary, the Awarded PSUs and any related Shares shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they
become vested and settled if and to the extent (i) required by any applicable law, rule or regulation, (ii) provided in Section 6(g)(xii) of the Plan or (iii) provided under the terms of any clawback policy or other policy of similar import
adopted by the Company and in effect on the date the Awarded PSUs or Shares, as applicable, become vested and settled.
Section 3. Settlement. As soon as reasonably
practicable after any of the Awarded PSUs vest and no later than December 31st of the calendar year during which the Awarded PSUs vest pursuant to Section 2 of Part II of this Award Agreement, the Company shall, subject to the provisions of this
Award Agreement, issue and deliver to you Shares, rounded down to the nearest whole share, to be issued upon settlement of such vested Awarded PSUs.
Section 4. Voting and Other Rights. Except
with respect to the Shares issued and delivered to you upon settlement of vested Awarded PSUs, (a) you will not have the right to vote, or direct the voting of, Awarded PSUs, (b) you will not have any other rights of a stockholder, including any
rights to dividends or Dividend Equivalents and (c) you will not obtain ownership of the Shares for tax or other purposes.
Section 5. No Right to Continued Service.
Nothing in this Award Agreement, or any action of the Board or Committee with respect to this Award Agreement, shall be held or construed to confer upon you any right to a continuation of service as an Employee or in any other capacity by the
Company and/or its Affiliates.
Section 6. Taxes. If you are entitled to
receive the Shares to be issued upon settlement of vested Awarded PSUs pursuant to this Award Agreement, the Company shall have the right to require you to pay to the Company the amount of any tax which the Company is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld. Section 9(b) of the Plan is incorporated by reference herein.
Section 7. Notices. Any communication required
or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other
party:
If to the Participant, to the Participant’s address as shown in the Company’s records.
If to the Committee, at the Company’s headquarter address as shown on the Company’s website at the time notice is given, Attention:
Compensation Committee and Corporate Secretary.
Section 8. Restrictions on Transfer. The Awarded PSUs granted hereunder shall not be subject in any manner to anticipation, alienation or assignment,
nor shall such Award be liable for, or subject to, debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Participant other than as permitted by the Plan.
Section 9. Successors, heirs, executors and administrators. This Award Agreement shall inure to the benefit of and shall be binding upon the Company and its successors, and you and your heirs, executors and administrators.
Section 10. Construction of Language. Whenever appropriate in this Award Agreement, words used in the singular may be read in the
plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Award
Agreement, unless the context clearly indicates otherwise.
Section 11. Governing Law. This Award Agreement shall be construed, administered and enforced according to the laws of the state of
Delaware without giving effect to the conflict of law principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts having jurisdiction in Fairfax County, Virginia shall have exclusive
jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting the Award granted under this Award Agreement, you, and any other person claiming any rights under this Award Agreement, agrees to submit
himself or herself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
Section 12. Amendment. This Award Agreement may be amended, in whole or in part and in any manner not inconsistent with the
provisions of the Plan, at any time and from time to time, by written agreement between the Company and you.
Section 13. Plan Provisions Control. This
Award Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Agreement, the
terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Agreement, you acknowledge receipt of a copy of the Plan. You acknowledge that you may not and will not rely on any statement of account or other
communication or document issued in connection with the Award other than the Plan, this Award Agreement, or any document signed by an authorized representative of the Company that is designated as an amendment of the plan or this Award Agreement.
Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan except that the definitions of “cause” and “good reason” in any applicable employment agreement with the Company and/or its Affiliates
shall apply in substitution of the Plan’s definitions.
3
Appendix A to Performance Stock Unit Award Notice and Award Agreement
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Participant:
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Award Number:
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Award Date:
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Awarded PSUs (at Performance Target level):
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Vesting Date:
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Performance Period:
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Performance Criteria:
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Section 1. Performance Criteria. The Performance Criteria
(each a “Performance Target”) applicable to the Awarded PSUs with respect to the Performance Period are as follows:
Metrics
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Performance Target
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% of Award
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Thresholds, caps and escalators
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Less than 50% of Performance Target achieved
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No Performance Award relating to that Performance Target goal
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Between 50% – 100% of Performance Target achieved
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Performance Award shall be 50%, plus an additional 1.0% for each percentage point over 50% of Performance Target achieved
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More than 100% of Performance Target achieved
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Performance Award shall be 100%, plus an additional 5.0% for each percentage point over 100% of Performance Target achieved, subject to the Total
Maximum Awarded PSUs
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Total Maximum Vested Awarded PSUs (for all goals combined)
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200% of the Awarded PSUs
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In calculating whether the Performance Target been achieved, actual results will be adjusted to exclude the following, as applicable:
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all items of revenue, gain, or loss determined by the ePlus Board of Directors to be extraordinary or unusual in nature, and not incurred or realized in the ordinary
course of business; and
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any revenue, gain, or loss attributable to the business operations of any entity acquired by ePlus during the Performance Period.
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In addition, if a divestiture occurs during the Performance Period, the Performance Target and actual results will be adjusted to exclude any revenue,
gain or loss attributable to the business operations of the divested part of the business.
Section 2. Performance-Related Provisions of Plan. This Award
is subject to Section 6(d) of the Plan.
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