ePlus inc.
SUPPLEMENTAL BENEFIT PLAN
FOR STEVEN J. MENCARINI
Section 1.
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Establishment and Purpose of Plan
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1.1. Establishment and Duration of Plan. The Board of Directors of ePlus inc., a
Virginia Corporation, hereby establishes the Supplemental Benefit Plan of
ePlus inc. and its successors, effective as of February 23, 2005 through
and including August 10, 2014 (the "Term"). By executing a Participation
Agreement, the Executive agrees to the terms of the Plan.
1.2. Purpose of Plan. The purpose of the Supplemental Benefit Plan is to provide
the benefits specified below to the Executive in recognition of the
services to be provided by Executive to ePlus inc.
Section 2.
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Definitions
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2.1. "Beneficiary" means the person or persons who are designated by the
Executive, in his Participation Agreement, to receive payments at his
death.
2.2. "Deferred Benefit Account" means an amount determined in accordance with
this Section 2.2. The Employee's Deferred Benefit Account at any time is an
amount equal to the current cash surrender value of the Policy (assuming
all scheduled premiums have been paid in full through the date of the
Executive's termination of employment and no amounts whatsoever have been
surrendered or borrowed against the Policy that would otherwise encumber
the Policy in any manner). Furthermore, the Deferred Benefit Account shall
be computed as if all policy dividends, if any, had been applied to
purchase additional paid-up insurance. See Exhibit One for the illustration
and projections for calculating the cash surrender value.
2.3. "Death Benefit" means a lump sum cash payment equal to the amount of (i)
the Deferred Benefit Account on the Executive's date of death plus (ii) the
difference between the face amount of the death benefit for the fully
paid-up term life insurance policy and the amount of the Deferred Benefit
Account.
2.4. "Employer" means ePlus inc., a Virginia Corporation, or any successor
thereto and its subsidiaries.
2.5. "Executive" means Steven J. Mencarini, the Chief Financial Officer of the
Employer.
2.6. "Fiscal Year" shall mean the twelve month period beginning on January 1 of
each year.
2.7. "Participation Agreement" means the agreement executed by the Executive
upon being admitted to the Plan. The Participation Agreement shall be an
integral part of the Plan.
2.8. "Plan" means this Supplemental Benefit Plan of the Employer and its
successors as described herein.
2.9. "Policy" means a hypothetical permanent whole life insurance policy on the
life of a male age 49 issued in a select premium class funded with ten
annual premiums of $70,000 used to purchase $1,400,000 of death benefit.
2.10."Termination for Cause" means termination of the Executive's employment by
the Company because of the Executive's personal dishonesty, incompetence,
willful misconduct, conduct damaging the reputation of the Company, any
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease and
desist order.
Section 3.
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Payment of Benefits
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3.1. 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, however, if the
lump sum payment is in excess of the amount which section 162(m) of the
Code allows as deductible compensation, then the nondeductible amount shall
be further deferred and distributed during the next fiscal year. If
Executive has not been terminated for any reason on or before August 11,
2014, Employer will make a lump sum cash payment to Executive on such date
in an amount equal to the then current value of Executive's Deferred
Benefit Account, however, if the payment is in excess of the amount which
section 162(m) of the Code allows as deductible compensation, then the
nondeductible amount shall be further deferred and distributed during the
next fiscal year.
3.2. If prior to August 11, 2014, the Executive's employment with the Employer
is terminated on account of his death, then the Employer shall make a lump
sum payment to the Executive's Beneficiary within sixty days. The amount of
such lump sum payment shall be equal to the Executive's Death Benefit.
3.3. If the Executive's employment with the Employer is Terminated for Cause
prior to August 11, 2014, then the Employer shall have no further
obligation under the Plan. If, upon the death of the Executive, there is no
properly designated living Beneficiary, then any payment due under Section
3.2 shall be made to the personal representative of the Executive's estate.
3.4. Sections 3.1 and 3.2 constitute the only conditions under which benefits
are payable under the Plan.
Section 4.
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Rights and Duties
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4.1. No person shall have any interest in the Policy or in any fund or specific
asset or assets of the Employer by reason of this Plan, or for any other
reason, or have any right to receive any distributions under the Plan
except as and to the extent expressly provided under the Plan. Any person
entitled to a payment under the Plan is a general creditor of the Employer.
4.2. No claim by the Executive or any Beneficiary to receive payment hereunder
shall be subject to alienation, transfer, sale, assignment, pledge,
attachment, garnishment or encumbrance of any kind. Any attempt to
alienate, sell, transfer, assign, pledge or otherwise encumber any such
payments whether presently or hereafter payable shall be void. No payment
under this Plan shall be subject to debts or liabilities of the Executive
or any Beneficiary.
4.3. Every person receiving or claiming payments under the Plan shall be
presumed to be mentally competent until the date on which the Employer
receives a written notice in a form and manner acceptable to the Employer
that such person is incompetent and that a guardian, conservator or other
person legally vested with the interest of his estate has been appointed.
If a guardian or conservator of the estate or any person receiving or
claiming payments under the Plan is appointed, payments under this Plan may
be made to such guardian or conservator provided that the proper proof of
appointment and continuing qualification is furnished in a form and manner
acceptable to the Employer. Any payments so made shall be a discharge of
any liability of the Employer for such payments.
4.4. Each person entitled to receive a payment under this Plan, whether the
Executive, a Beneficiary, a guardian or otherwise, shall provide the
Employer with such information as it may from time to time deem necessary
or in its best interest in administering the Plan. Any such person shall
also furnish the Employer with such documents, evidence, data or other
information as the Employer may from time to time deem necessary or
advisable.
Section 5.
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Duties of Plan Administrator
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5.1. The Plan shall be administered by the Plan Administrator.
5.2. The Plan Administrator may from time to time establish rules and
regulations for the administration of the Plan and adopt standard forms for
such matters as elections, beneficiary designations and applications for
benefits, provided such rules and forms are not inconsistent with the
provisions of the Plan.
5.3. All determinations of the Plan Administrator shall be binding on all
parties. In construing or applying the provisions of the Plan, the Employer
shall have the right to rely upon a written opinion of legal counsel, which
may be independent legal counsel or legal counsel regularly employed by the
Employer, whether or not any question or dispute has arisen as to any
distribution from the Plan.
5.4. The Plan Administrator shall be responsible for maintaining books and
records for the Plan.
Section 6.
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Amendment or Termination
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6.1. The Employer may not amend, modify, terminate, or discontinue the Plan at
any time without the written consent of the Executive.
Section 7.
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Not a Contract of Employment
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7.1. This Plan is not a contract of employment between the Executive and the
Employer. No provision of this Plan restricts the right of the Employer to
discharge the Executive, or restricts the right of the Executive to
terminate his employment.
Section 8.
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Claims Procedure
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8.1. If a benefit under this Plan is not paid to the Executive or to a
Beneficiary and such person believes that he or she is entitled to receive
it, a claim shall be made in writing to the Plan Administrator within sixty
days from the date payment was to be made Such claim shall be reviewed by
the Plan Administrator and the Employer. If the claim is denied, in full or
in part, the Plan Administrator shall provide written notice within ninety
days setting forth the specific reasons for denial. The notice shall
include specific reference to the provisions of this Plan upon which the
denial is based and any additional material or information necessary to
perfect the claim, if any. Such written notice shall also indicate the
steps to be taken if a review of the denial is desired.
8.2. If the claim is denied and a review is desired, the claimant shall notify,
the Plan Administrator in writing within sixty days. A claim shall be
treated as denied if the Plan Administrator does not take action in the
aforesaid ninety day period. In requesting review, the claimant may review
this Plan or any documents relating to it and submit any written issues and
comments he may feel appropriate. In his or her sole discretion the Plan
Administrator shall then review the claim and provide a written decision
within sixty days. This decision likewise shall state the specific
provisions of this Plan on which the decision is based.
8.3. The General Counsel of the Employer is hereby designated as the Named
Fiduciary and Plan Administrator of this Plan.
Section 9.
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Construction and Expense
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9.1. Whenever the context so requires, words in the masculine include the
feminine and words in the feminine include the masculine and the definition
of any terms in the singular may include the plural.
9.2. All expenses of administering the Plan shall be paid by the Employer unless
the Plan provides to the contrary. In the event of any audit, arbitration
or litigation or any other action or proceeding relating to the
effectiveness, legality, interpretation, performance, enforcement or
termination of this Agreement, the Employer shall bear the full costs,
including reasonable attorneys' fees, incurred as a result of such action
or proceeding.
9.3. The Plan shall be construed, administered, and governed in all respects
under the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, this Plan has been executed as of February 23, 2005
ePlus inc.
BY:/s/ Philip G. Norton
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Philip G. Norton, Chief Executive Officer
BY:/s/ Steven J. Mencarini
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Steven J. Mencarini, Executive