EPlus : Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 21, 2021, the Compensation Committee (the 'Committee') of the Board of Directors (the 'Board') of the Company finalized the structure of cash incentive award agreements for the fiscal year ending March 31, 2022, under the Company's Cash Incentive Plan (the 'CIP'), in which Mark P. Marron (Chief Executive Officer and President), Darren S. Raiguel (Chief Operating Officer) and Elaine D. Marion (Chief Financial Officer) will participate.

The fiscal year 2022 Company performance goals and their relative proportions, which are the same for all three executives, are:

2022 Financial Performance Goals	Weighting
Consolidated net sales	20%
Financing segment operating income	20%
Earnings before tax	30%
Services gross profit	30%

Any awards earned under the CIP will be paid in cash. In calculating whether performance goals have been achieved, actual results will be adjusted to exclude the following, as applicable:

(i)	the incentive compensation expensed by ePlus for payments under the CIP;
(ii)	all items of revenue, gain, or loss determined by the ePlus Board of Directors to be extraordinary or unusual in nature, and not incurred or realized in the ordinary course of business; and
(iii)	any revenue, gain, or loss attributable to the business operations of any entity acquired by ePlus during the 2022 fiscal year.

The cash incentive compensation for fiscal year 2022 can range from $0 to a maximum of: for Mr. Marron, $1,750,000; Mr. Raiguel, $950,000 and for Ms. Marion, $950,000.

The award amount payable is a target award based on the level of attainment of the applicable performance goals as set forth in the participant's award agreement. The Committee may not waive or amend performance goals after the performance goals have been established, but has discretionary authority to reduce the amount that would otherwise be payable with respect to any award. In the event it is determined that an award was paid based on incorrect financial results, the Committee may lower the payment, and to the extent permitted by applicable law, require the participant to reimburse the Company for any amount paid with respect to such an award. Additionally, the CIP provides that cash payments are subject to recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002 and any regulations promulgated thereunder.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ePlus inc.
		By: /s/ Elaine D. Marion
		Elaine D. Marion
		Chief Financial Officer

Date: July 22, 2021