ePlus inc. Restricted Stock Award Agreement
ePlus
inc.
Name
of Participant:
Grant
Number:
Total
Number of Shares Underlying Restricted Stock Award:
Grant
Date:
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1.
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Restricted
Stock Award
– Terms and Conditions. This Agreement confirms the
grant under and subject to the provisions of the ePlus inc.
[2008
Employee /
Director] Long-Term Incentive Plan (the “Plan”)
and the terms
and conditions set forth herein (“Termsand
Conditions”) to the
above-named participant of the number of a Restricted Stock award
of such
number of shares of common stock, $0.01 par value per share (the
“Common Stock”), of the
Company as set forth above. This Agreement merely evidences such
grant,
and does not constitute property of any nature or type or confer
any
additional rights. This grant is subject in all respects to the applicable
terms of the Plan. 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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Restrictions
and
Forfeiture. The Restricted Stock is granted to the participant
subject to the prohibitions on transfer set forth in Section 6 below,
which shall lapse, if at all, upon the expiration of the Restriction
Period as described in Section 7
below.
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4.
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Rights
During
Restriction Period. During the Restriction Period, the participant
may exercise full voting rights with respect to all Restricted Stock
subject to the award and shall be entitled to receive cash dividends
and
other distributions paid with respect to the Restricted Stock. If
any such
dividend or distribution is paid in securities of the Company (including
additional shares of Common Stock), such securities shall be subject
to
the same restrictions on transferability, risks of forfeiture, and
other
restrictions and conditions as the Restricted Stock in respect of
which
such dividend or distribution was made. 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 Stock subject to this award shall be adjusted to correspond
to
the change in the outstanding shares of the Company’s Common Stock. For
the avoidance of doubt, upon the expiration of the Restriction Period,
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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Release
of
Award. Provided the award has not previously been forfeited, as
soon as reasonably practicable following the expiration of the Restriction
Period and the satisfaction of the applicable tax withholding obligations,
the Company shall at its option, cause the Restricted Stock 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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6.
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Prohibition
Against
Transfer. Until the expiration of the Restriction
Period, the award and the Restricted Stock subject to the award 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 and the Restricted
Stock
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 and shares of Restricted Stock 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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7.
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Forfeiture;
Termination of Employment. Shares of Restricted Stock
that are included in this award 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 will immediately vest upon a Change in Control,
as
defined in the Plan.
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8.
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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 Stock (or in connection with an election
by
the participant under section 83(b) of the Internal Revenue Code,
1986, as
amended (the “Code”), with
respect to
the Restricted Stock, if applicable) by withholding shares of Common
Stock
that would otherwise be available for delivery upon the vesting of
this
award having a Fair Market Value, as defined in the Plan, on the
date the
shares of Restricted Stock 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 Stock Award, 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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9.
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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 Code), 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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10.
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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
Stock
award and must return any vested 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
