ePlus inc. Incentive Stock Option Agreement
ePlus
inc.
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Name
of Option Holder:
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Option
Number:
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Total
Number of Shares
Underlying Option:
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Option
Date:
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Exercise
Price Per Share:
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INCENTIVE
STOCK OPTION granted by ePlus inc., a Delaware
corporation (the “Company”), to the above-named
option holder (the “Optionee”), an employee of
the Company or one of its subsidiaries, pursuant to the ePlus inc. 2008 Employee
Long-Term Incentive Plan (the “Plan”) the terms of which
are
incorporated herein by reference and which, in the event of any conflict, shall
control over the terms contained herein. A copy of the Plan (or related
Prospectus delivered to you with this Agreement) may be obtained at no cost
by
contacting [HR] at ____________.
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1.
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Grant
and Vesting
Option
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Subject
to the vesting schedule below, the Company hereby grants to the Optionee an
option to purchase on the terms herein provided a total of the number of shares
of common stock, $0.01 par value, of the Company set forth above, at an exercise
price per share as set forth above.
This
option may be exercised only with respect to the portion thereof that is vested.
The right to exercise this option shall become vested according to the following
vesting schedule:
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Percentage
(%) of Option Shares With Respect to
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[Anniversary/Other]
Date
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Which
Optionee Has a Vested Option to
Exercise
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Vested
options shall be calculated only in terms of full years (for example, from
one
anniversary date to the next) and no partial vesting credit shall be given
for
partial years of employment.
This
option shall expire and shall not be exercisable after the expiration of ten
(10) years from the date it is granted.
2.
Stock to be
Delivered
Stock
to
be delivered upon the exercise of this option may constitute an original issue
of authorized stock or may consist of treasury stock.
3.
Exercise of
Option
Each
election to exercise this option shall be made by delivering to the Company
or
its agent a properly executed exercise notice, together with irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds with respect to the portion of shares to be acquired upon
exercise. Exercise of this option will not be permitted if the Company
determines, in its sole and absolute discretion, that issuance of shares at
that
time could violate any law or regulation.
In
the
event an option is exercised by the executor or administrator of a deceased
Optionee, or by the person or persons to whom the option has been transferred
by
the Optionee’s will or the applicable laws of descent and distribution, the
Company shall be under no obligation to deliver stock thereunder unless and
until the Company is satisfied that the person or persons exercising the option
is or are the duly appointed executor(s) or administrator(s) of the deceased
Optionee or the person to whom the option has been transferred by the Optionee’s
will or by the applicable laws of descent and distribution.
4.
Payment for and Delivery of
Stock
Payment
in full by cash, certified check, bank draft, wire transfer or postal or express
money order may be made for all shares for which this option is exercised at
the
time of such exercise, and no shares shall be delivered until such payment
is
made.
Alternatively,
payment may be made by (i) delivering to the Company a properly executed
exercise notice, together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds with respect to
the
portion of the shares to be acquired upon exercise having a Fair Market Value
on
the date of exercise equal to the sum of the applicable portion of the exercise
price being so paid and appropriate tax withholding, (ii) tendering to the
Company (by physical delivery or by attestation) certificates representing
shares of outstanding common stock, par value $0.01, of the Company that have
been held by the Optionee for at least six months prior to exercise, having
a
Fair Market Value on the day prior to the date of exercise equal to the
applicable portion of the exercise price being so paid, together with stock
powers duly executed and with signature guaranteed; or (iii) any
combination of the foregoing. Notwithstanding the foregoing, a form of payment
will not be available if the Company determines, in its sole and absolute
discretion, that such form of payment could violate any law or
regulation.
The
Company shall not be obligated to deliver any stock unless and until
(i) satisfactory arrangements have been made with the Company for the
payment of any applicable tax withholding obligations, (ii) all applicable
federal and state laws and regulations have been complied with, (iii) in
the event the outstanding common stock is at the time listed upon any stock
exchange, the shares to be delivered have been listed, or authorized to be
listed upon official notice of issuance upon the exchanges where it is listed,
and (iv) all legal matters in connection with the issuance and delivery of
the shares have been approved by counsel of the Company. The Optionee shall
have
no rights of a stockholder until the stock is actually delivered to him or
her.
Further, the Optionee acknowledges and consents that, pursuant to the Plan,
if
the Compensation Committee determines that any consent is necessary or desirable
as a condition of, or in connection with the grant of this option, delivery
of
shares or other property or the taking of any other action, then such action
will not be taken unless and until such consent is effected or obtained to
the
Compensation Committee’s satisfaction.
5.
Recovery and Reimbursement of
Option Gain
The
Company shall have the right to recover, or receive reimbursement for, any
compensation or profit realized by the exercise of this option or by the
disposition of any option shares to the extent that the Company has such a
right
of recovery or reimbursement under applicable securities laws.
6.
Nontransferability of
Option
This
option may not be transferred by the Optionee otherwise than by will or the
laws
of descent and distribution, and during the Optionee’s lifetime this option may
be exercised only by the Optionee.
7.
Termination of
Employment
Upon
termination of employment, other than termination of employment by reason of
(i) Retirement, as defined in the Plan, (ii) Disability, as defined in
the Plan, or (iii) death, any portion of this option that has not become
vested as of the date of termination shall immediately terminate and any portion
of this option that has already vested as of such date shall terminate ninety
(90) days after termination of employment or the expiration date of the
option, whichever occurs first.
8.
Retirement
In
the
event of the Optionee’s Retirement, as defined in the Plan, from the employ of
Company or any subsidiary, any portion of this option that has not become vested
as of the date of Retirement shall immediately terminate and any portion of
this
option that has already vested as of such date shall terminate one (1) year
after such retirement or on the expiration date of the option, whichever occurs
first.
9.
Disability
In
the
event of termination of employment of the Optionee because of Disability, as
defined in the Plan, any unexercised portion of this option held by the Optionee
at the date of such termination (vested and unvested) will immediately become
exercisable in full and will remain exercisable by the Optionee for a period
of
one (1) year or the remaining term of the option, whichever is
shorter.
10.
Death
If
an
Optionee dies while employed by the Company, any unexercised portion of this
option held by the Optionee at his or her date of death (vested and unvested)
will immediately become exercisable in full and will remain exercisable by
the
estate of the deceased Optionee or the person given authority to exercise his
or
her options by his or her will or by operation of law for a period of
one (1) year or the remaining term of the options, whichever is
shorter.
11.
Changes In
Stock
In
the
event of any change in the number of issued shares (or issuance of shares of
stock other than shares of Common Stock) by reason of any stock split, reverse
stock split, or stock dividend, recapitalization, reclassification, merger,
consolidation, split-up, spin-off, reorganization, combination, or exchange
of
shares, the issuance of warrants or other rights to purchase shares or other
securities, or any other change in corporate structure or in the event of any
extraordinary distribution (whether in the form of cash, shares, other
securities or other property), the Compensation Committee shall adjust the
number or kind of shares that may be issued under the Plan, and the terms of
this option (including, without limitation, the number of shares subject to
this
option, the type of property to which this option relates and the exercise
price
of this option) in such manner as the Compensation Committee shall determine
is
appropriate in order to prevent the dilution or enlargement of the benefits
or
potential benefits intended to be made available under the Plan, and such
adjustment shall be conclusive and binding for all purposes under the Plan.
Notwithstanding the foregoing, no adjustment shall be required if the
Compensation Committee determines that such action could cause an award to
fail
to satisfy the conditions of an applicable exception from the requirements
of
Section 409A of the Code (“Section 409A”) or
otherwise could subject the Optionee to the additional tax imposed under
Section 409A in respect of an outstanding award. In the event of (i) a
consolidation or merger in which the Company is not the surviving corporation,
(ii) a consolidation or merger in which the Company is the surviving
corporation but holders of shares receive securities or another corporation,
or
(iii) a sale of substantially all of the Company’s assets (as an entirety)
or capital stock to another person, this option shall be deemed to apply to
the
equivalent amount of securities, cash or other property that is received by
Company stockholders in exchange for their Company shares pursuant to such
transaction; provided,
however, that the Compensation Committee may, in its discretion, either
(i) provide, upon written notice to the Optionee, that this option shall
terminate as of the date specified in such notice (in which case the
Compensation Committee may, but does not have to, accelerate the vesting of
any
portion of this option that has not already vested as of the date such notice
is
provided to the Optionee), or (ii) cancel this option and in consideration
of such cancellation pay to the Optionee an amount in cash with respect to
each
share then remaining under the option equal to the difference between the Fair
Market Value of such share on the date of cancellation (or, if greater, the
per
share value of the consideration received by Company stockholders as a result
of
the merger, consolidation, reorganization or sale) and the per share exercise
price of the option.
12.
Continuance of
Employment
This
option shall not be deemed to obligate the Company or any subsidiary to retain
the Optionee in its employ for any period.
13.
Provisions of the Plan and
Section 422 of the Internal Revenue Code
This
Agreement incorporates by reference Section 422 of the Internal Revenue
Code of 1986, as amended, and the terms of the Plan [(including without
limitation, Section 6(g)(xii) of the Plan, which provides for the
forfeiture of this option and the return of any profit realized upon the
exercise of such option in certain circumstances)], and is subject to the
provisions thereof. The Plan and the options granted pursuant to this Agreement
are intended to comply with Section 422 of the Internal Revenue Code of
1986, as amended, and all of the regulations issued pursuant thereto. This
Agreement shall be construed in accordance with the Plan, said Section 422
and the regulations issued there under and any provision of this Agreement
held
to be inconsistent therewith shall be severable and of no force or
effect.
[14.
Incorporation by Reference of
Employment Agreement
If
the
Optionee has an employment agreement with ePlus inc. which contains
different or additional provisions relating to vesting of the stock option
grant, or otherwise conflicts with the terms of this Agreement, the provisions
of the employment agreement shall govern and be incorporated herein by
reference.]
IN
WITNESS WHEREOF, ePlus
inc. has caused this Agreement to be executed by the [officer title]. This
option is granted at the Company’s principal executive office, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the date stated
above.
ePlus
inc.
Option Holder
By:
_________________________________ _____________________________
Name:
Name:
Title: