ePlus inc. Restricted Stock Unit Award Agreement
ePlus
inc.
Name
of Participant:
Grant
Number:
Number
of Restricted Units:
Form
of Payment of the Award:
Grant
Date:
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1.
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Restricted
Stock Unit
Award – Terms and Conditions. This Agreement confirms
the grant under and subject to the provisions of the ePlus inc.
[2008
Employee /
Director] Incentive Plan (the “Plan”)
and upon the
terms and conditions set forth herein (“Terms and Conditions”)
to the above-named participant of the number of Restricted Stock
Units set
forth above (such units, as may be adjusted in accordance with Section
4
of these Terms and Conditions, the “Restricted Units”).
This Agreement does not constitute ownership of any shares of Common
Stock
of ePlus inc.
(the “Company”)
or confer any rights associated with the ownership of shares, except
as
expressly set forth herein. This grant is subject in all respects
to the
applicable terms of the Plan. At all times, each Restricted Unit
shall be
equal in value to one share of common stock, $0.01 par value per
share
(the “Common
Stock”), of the Company (a “Share”).
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________________.
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2.
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Restriction
Period. For purposes of this Agreement, the Restriction
Period is the period beginning on the grant date and ending on [INSERT
VESTING DATE(S)] (the “Restriction
Period”).
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3.
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Payout
of
Award. Provided the award has not previously been forfeited, within
two and one-half months after the expiration of the Restriction Period
and
upon the satisfaction of the applicable tax withholding obligations,
(i) if the award is to be paid in Shares, the Company shall issue to
the participant the number of Shares underlying the Restricted Units
as of
the date of the expiration of the Restriction Period; or (ii) if the
award is to be paid in cash, the Company shall pay to the participant
a
single lump sum cash payment equal to the Fair Market Value (as defined
in
the Plan) of the number of Shares underlying the Restricted Units
as of
the date of the expiration of the Restriction Period. If the award
is to
be paid in Shares, upon payout the Company shall at its option, cause
such
Shares as to which the participant is entitled pursuant hereto:
(i) to be released without restriction on transfer by delivery to the
custody of the participant of a stock certificate in the name of
the
participant or his or her designee, or (ii) to be credited without
restriction on transfer to a book-entry account for the benefit of
the
participant or his or her designee maintained by the Company’s stock
transfer agent or its designee.
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4.
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Rights
During
Restriction Period. During the Restriction Period, the participant
shall not have any rights as a shareholder with respect to the Shares
underlying the Restricted Units. During the Restriction Period, if
any
dividends or other distributions are paid in cash to holders of Common
Stock, the participant shall be entitled to receive dividend equivalents,
in cash, paid with respect to the number of Shares underlying the
Restricted Units. Such dividend equivalents will be paid to the
participant as soon as is practicable following payment of the dividend
or
other distribution to holders of Common Stock, but no later than
the end
of the calendar year in which the corresponding actual cash dividends
or
other distributions are paid to holders of Common Stock. If any such
dividend or other distribution is paid in securities of the Company
(including Shares), such dividend equivalents in respect of such
securities relating to the Restricted Units shall be subject to the
same
restrictions and conditions as the Restricted Units in respect of
which
such dividend or distribution in the form of securities was made
and shall
be paid to the participant in the manner and at the time the Restricted
Units are paid in accordance with Section 3. If the number of outstanding
shares of Common Stock is changed as a result of a stock dividend,
stock
split or the like, without additional consideration to the Company,
the
Restricted Units subject to this Award shall be adjusted to correspond
to
the change in the Company’s outstanding shares of Common Stock. If the
award to be paid in Shares, upon the expiration of the Restriction
Period
and payout of the award pursuant to Section 3, the participant may
exercise voting rights and shall be entitled to receive dividends
and
other distributions with respect to the number of Shares to which
the
participant is entitled pursuant
hereto.
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5.
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Prohibition
Against
Transfer. Until the expiration of the Restriction
Period, the award, the Restricted Units subject to the award, any
interest
in the Shares (in the case of a payment to be made in Shares) or
cash to
be paid, as applicable, related thereto, and the rights granted under
the
Terms and Conditions and this Agreement are not transferable except
to
family members or trusts by will or by the laws of descent and
distribution, provided that the award, the Restricted Units subject
to the
award, and any interest in the Shares or cash to be paid, as applicable,
related thereto may not be so transferred to family members or trusts
except as permitted by applicable law or regulations. Without
limiting the generality of the foregoing, except as aforesaid, until
the
expiration of the Restriction Period, the award, the Restricted Units
subject to the award and any interest in the Shares (in the case
of a
payment to be made in Shares) or cash to be paid, as applicable,
related
thereto, may not be sold, exchanged, assigned, transferred, pledged,
hypothecated, encumbered or otherwise disposed of, shall not be assignable
by operation of law, and shall not be subject to execution, attachment,
charge, alienation or similar process. Any attempt to effect any
of the
foregoing shall be null and void and without
effect.
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6.
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Forfeiture;
Termination of Employment. No shares of Common Stock
shall be issued to the participant prior to the date on which the
Restricted Stock Units vest, and shall be forfeited by the participant
upon the participant’s termination of employment prior to vesting for any
reason other than death or Disability, as defined in the Plan. All
shares
of restricted stock units will immediately vest upon a Change in
Control,
as defined in the Plan.
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7.
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Withholding. Where
required pursuant to the terms of the Plan, the Company will satisfy
any
federal income tax withholding obligations that arise in connection
with
the vesting of the Restricted Units by withholding shares of Common
Stock
that would otherwise be available for delivery upon the vesting of
this
award having a Fair Market Value, on the date the shares of Restricted
Units first become taxable equal to the minimum statutory withholding
obligation or such other withholding obligation as required by applicable
law with respect to such taxable shares. In other cases, as a condition
to
the delivery of Shares or the lapse of restrictions related to this
Restricted Unit, or in connection with any other event that gives
rise to
a tax withholding obligation, the Company (i) may deduct or withhold
from any payment or distribution to the participant (whether or not
pursuant to the Plan), (ii) will be entitled to require that the
participant remit cash to the Company (through payroll deduction
or
otherwise) or (iii) may enter into any other suitable arrangements to
withhold, in each case, in an amount sufficient to satisfy such
withholding obligation.
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8.
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Miscellaneous. These
Terms and Conditions and other portions of 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 4(d) and 7 of the Plan, may not be amended without
the
written consent of both the Company and the participant. 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
the Terms
and Conditions and this Agreement of which they form a part. For
the
purposes of the Terms and Conditions and this Agreement, employment
by the
Company, any Subsidiary or a successor to the Company shall be considered
employment by the Company. If the award is assumed or a new award
is
substituted therefor in any corporate reorganization (including,
but not
limited to, any transaction of the type referred to in Section 424(a)
of
the Internal Revenue Code of 1986, as amended), employment by such
assuming or substituting corporation or by a parent corporation or
subsidiary thereof shall be considered for all purposes of the award
to be
employment by the Company.
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9.
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Incorporation
of Plan
Provisions. The Terms and Conditions and this Agreement
are made pursuant to the Plan, the provisions of which are hereby
incorporated by reference (including without limitation,
Section 6(g)(xii) of the Plan, such that the participant may be
subject to the forfeiture of the unvested portion of this Restricted
Unit
award and must return any vested Restricted Units and/or shares already
delivered pursuant to this Agreement in certain circumstances described
in
that Section). Capitalized terms not otherwise defined herein shall
have
the meanings set forth for such terms in the Plan. In the event
of a conflict between the terms of the Terms and Conditions and this
Agreement, and the Plan, the terms of Plan shall
govern.
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ePlus
inc.
Participant
By:
_________________________________ ____________________________________
Name Name
_________________________________
Title
