On February 17, 2016, the Board of Directors (the "Board") of ePlus inc. (the "Company") approved an amended and restated form of indemnification agreement ("Agreement") to supersede the previous form of director's and officer's indemnification agreement.  It is anticipated that directors and executive officers will execute the new Agreement.

 

In general, as the Company's certificate of incorporation and bylaws provide that the Company shall indemnify to the fullest extent permitted by law and Section 145 of the General Corporation Law of the state of Delaware expressly recognizes certain indemnification rights, each of the indemnification agreements provide that the directors and executive officers shall be entitled to indemnification as set forth in the Agreement.  The Agreement has been modified from the Company's prior form of Agreement, to (i) exclude indemnification for an indemnitee's reimbursement to the Company of any compensation previously received or profits realized by sale of securities, as required under the Securities Exchange Act of 1934, including reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act, and (ii) provide that advances made pursuant to the Agreement are unsecured and interest free, and without regard to the indemnitee's ultimate entitlement to indemnification.