AMENDMENT TO SUPPLEMENTAL BENEFIT PLAN
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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______________________________
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