8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2013

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34167	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive Herndon, VA 20171-3413

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 984-8400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 14, 2013, the Compensation Committee of the Board of Directors of ePlus inc. (the "Company”) approved compensation modifications for the following executive officers:  Chief Executive Officer and President Phillip G. Norton, Chief Operating Officer Mark P. Marron and Chief Financial Officer Elaine D. Marion.

Mr. Norton’s base annual salary was increased from $560,000 to $650,000, effective July 1, 2013.  Mr. Norton’s employment agreement, which was entered into effective October 1, 2011, and amended effective August 1, 2012, as reported in our Current Report on Form 8-K filed on August 3, 2012, was further amended to reflect the salary modification.  This amendment to the employment agreement additionally revised the description of the severance to which Mr. Norton would be entitled in the event his employment is terminated without Good Cause, as defined in the employment agreement, or he terminates his employment for Good Reason, as defined in the employment agreement, such that the amount is reflected as a multiple of his base annual salary, however, the amendment does not materially modify the amount of severance to which Mr. Norton would be entitled.  This amendment also includes a change for purposes of Section 409A of the Internal Revenue Code (“Section 409A”).  Additionally, Mr. Norton’s award agreement under the Company’s Executive Incentive Plan for the fiscal year ending March 31, 2014, which was described in our Current Report on Form 8-K filed on April 22, 2013, was revised to change the range of the cash incentive compensation from 0% to a maximum of 50% of his base annual salary, to a range of $0 to $450,000.  The remaining terms of the award were not materially changed.

Mr. Marron’s base annual salary was increased from $450,000 to $475,000, effective July 1, 2013.  Mr. Marron’s employment agreement, which was entered into effective August 1, 2012, as reported in our Current Report on Form 8-K filed on August 3, 2012, was amended to reflect the salary modification.  The amendment to the employment agreement additionally revised the description of severance to which Mr. Marron would be entitled in the event his employment is terminated without Good Cause, as defined in the employment agreement, or he terminates his employment for Good Reason, as defined in the employment agreement, such that the amount is reflected as a multiple of his base annual salary, however, the amendment does not materially modify the amount of severance to which Mr. Marron would be entitled.  The amendment also includes a change for Section 409A purposes.  Additionally, Mr. Marron’s award agreement under the Company’s Executive Incentive Plan for the fiscal year ending March 31, 2014, which was described in our Current Report on Form 8-K filed on April 22, 2013, was revised to change the range of the cash incentive compensation from 0% to a maximum of 50% of his base annual salary, to a range of $0 to $275,000.  The remaining terms of the award are not materially changed.

Ms. Marion’s base annual salary was increased from $375,000 to $400,000, effective July 1, 2013.  Her employment agreement, which was entered into effective August 1, 2012, and reported in our Current Report on Form 8-K filed on August 3, 2012, was amended to reflect the salary modification and some additional changes for Section 409A purposes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
10.1	Amendment No. 2 to Employment Agreement effective July 1, 2013, by and between ePlus inc. and Phillip G. Norton
10.2	Amendment No. 1 to Employment Agreement effective July 1, 2013, by and between ePlus inc. and Mark P. Marron
10.3	Amendment No. 1 to Employment Agreement effective July 1, 2013, by and between ePlus inc. and Elaine D. Marion

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: June 20, 2013

EX-10.1

EXHIBIT 10.1

AMENDMENT #2 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Phillip G. Norton (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective October 1, 2011, and subsequent Amendment #1, effective August 1, 2012.  The Parties hereby agree to this Amendment #2 (“Amendment #2”), to be effective July 1, 2013.

1.           Paragraphs 5(a) and (b) of the Agreement shall be replaced in their entirety with the following:

(a)

Effective July 1, 2013, Executive shall receive a base annual salary of six hundred fifty thousand ($650,000 Dollars).  The salary will be reviewed by the Company’s Compensation Committee on an annual basis, beginning no later than July 31, 2012, and may be increased from time to time.

(b)

Based on his MBOs and overall company performance the Executive shall be eligible to be considered for an annual bonus as set forth in the terms and conditions as outlined in the Executive Incentive Plan and any applicable award agreement thereunder.  The Company shall pay any bonus earned under this Section 5(b) no earlier than the end of the fiscal year for which earned and no later than the next September 30th following the Fiscal year in which the bonus was earned, provided that financial filings are timely provided to the Compensation Committee. In no event will any bonus earned under this Section 5(b) be paid later than the next December 31st following the fiscal year for which the bonus was earned, unless calculation of the bonus is not administratively practicable by that date, and further delay would not violate Code Section 409A.

2.           Paragraph 7(c)(2) of the Agreement shall be replaced in its entirety with the following:

2) If, during the Employment Term, either the Company terminates Executive’s employment without Good Cause as described in Section 6(a) or Executive terminates his employment for Good Reason, as described in Section 6(b)(ii), then (a) the Company shall also pay Executive an amount equal to 2.2 times the Executive’s base salary; and (b) provided that the Executive remains eligible for and timely elects to continue his and any eligible dependants health benefits under COBRA, the Company shall also pay to the insurer the amount necessary for the Executive to continue medical and dental insurance for himself and his dependants through COBRA for a period of eighteen months after the Termination Date.  Should the Executive or any of his dependants become covered under another employer’s health benefit plan before the end of the eighteen month period, the Company will have no obligation to continue making such additional payments to the insurer.  The Executive shall not be obligated in any way to mitigate the Company’s obligations to him under this Section and any amounts earned by the Executive subsequent to his termination shall not serve as an offset to the payments due him by the Company under this Section. Any payment due to the Executive under this section 7(c)(2) shall be made in a lump sum within thirty (30) days following the termination of employment.

3.           Paragraph 20 of the Agreement shall be replaced in its entirety with the following:

20. CODE SECTION 409A.  It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered.  References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i).  If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.  Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code.   The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of Section 409A.  Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of Section 409A.  Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and no later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority.  The Executive agrees that the Company may amend this Agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this Agreement will not result in additional taxation of the Executive pursuant to the provisions of Section 409A of the Code.  The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this Agreement.

No other provision of the Agreement, or Amendment #1, is affected by this Amendment #2.

/s/ Phillip G. Norton	/s/ John E. Callies
Phillip G. Norton	John E. Callies
Chief Executive Officer and President	Compensation Committee, Chairman
Date:  June 20, 2013	Date:  June 20, 2013

EX-10.2

EXHIBIT 10.2

AMENDMENT #1 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Mark P. Marron (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective August 1, 2012.  The Parties hereby agree to this Amendment #1 (“Amendment #1”), to be effective July 1, 2013.

1.           Paragraphs 5(a) and (b) of the Agreement shall be replaced in their entirety with the following:

a.

Effective July 1, 2013, Executive shall receive a base annual salary of four hundred seventy-five thousand ($475,000 Dollars), which may be increased from time to time.

b.

Based on his MBOs and overall company performance the Executive shall be eligible to be considered for an annual bonus as set forth in the terms and conditions as outlined in the Executive Incentive Plan and any applicable award agreement thereunder.  The Company shall pay any bonus earned under this section 5(b) no earlier than the end of the fiscal year for which earned and no later than the next September 30th following the fiscal year in which the bonus was earned, provided that financial filings are timely provided to the Compensation Committee. In no event will any bonus earned under this Section 5(b) be paid later than the next December 31st following the fiscal year for which the bonus was earned, unless calculation of the bonus is not administratively practicable by that date, and further delay would not violate Code Section 409A.

2.           Paragraph 7(c)(2) of the Agreement shall be replaced in its entirety with the following:

(2) If, during the Employment Term, either the Company terminates Executive’s employment without Good Cause as described in Section 6(a) or Executive terminates his employment for Good Reason, as described in Section 6(b)(ii), then (a) the Company shall also pay Executive an amount equal to one year of the Executive’s base salary; (b) an amount equal to five percent (5%) of the Executive’s base salary, multiplied by the number of months (including partial months) that the Executive was in the employment of the Company during the Company’s fiscal year in which the Executive’s employment is so terminated,  and (c) provided that the Executive remains eligible for and timely elects to continue his and any eligible dependents health benefits under COBRA, the Company shall also pay to the insurer the amount necessary for the Executive to continue medical and dental insurance for himself and his dependents through COBRA for a period of one year after the Termination Date.  Should the Executive or any of his dependents become covered under another employer’s health benefit plan before the end of the one year period, the Company will have no obligation to continue making such additional payments to the insurer.  The Executive shall not be obligated in any way to mitigate the Company’s obligations to him under this Section and any amounts earned by the Executive subsequent to his termination shall not serve as an offset to the payments due him by the Company under this Section. Any payment due to the Executive under this section 7(c)(2) shall be made in a lump sum within thirty (30) days following the termination of employment.

3.           Paragraph 20 of the Agreement shall be replaced in its entirety with the following:

20. CODE SECTION 409A.  It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered.  References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i).  If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.  Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code.  The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A.  Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A.  Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of section 409A of the code.  The Executive agrees that he will not withhold his consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

No other provision of the Agreement is affected by this Amendment #1.

/s/ Mark P. Marron	/s/ Phillip G. Norton
Mark P. Marron	Phillip G. Norton
Chief Operating Officer	President and Chief Executive Officer
Date:  June 20, 2013	Date:  June 20, 2013

EX-10.3

EXHIBIT 10.3

AMENDMENT #1 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Elaine D. Marion (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective August 1, 2012.  The Parties hereby agree to this Amendment #1 (“Amendment #1”), to be effective July 1, 2013.

1.           Paragraph 5(a) of the Agreement shall be replaced in its entirety with the following:

(a) Effective July 1, 2013, Executive shall receive a base annual salary of four hundred thousand ($400,000 Dollars), which may be increased from time to time.

2.           Paragraph 20 of the Agreement shall be replaced in its entirety with the following:

20. CODE SECTION 409A.  It is the intent of this Agreement to either meet an exception from or to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rulings and regulations promulgated thereunder (collectively, the “Code”), and any ambiguities herein will be so interpreted and this agreement will be so administered.  References to a termination of employment in Section 7 of this Agreement shall mean the date of a "separation from service" within the meaning of Code Section 409A(a)(2)(A)(i).  If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Code Section 409A that would otherwise have been payable under this Agreement as a result of, and within the first six (6) months following, the Executive’s "separation from service" and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.  Any such “nonqualified deferred compensation” shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax, penalties and/or interest under Section 409A of the Code.  The Company agrees that it will pay, indemnify and hold the Executive harmless for any additional tax or interest penalty payable amount by the Executive on account of a violation of section 409A.  Any payment by the Company of such amount shall include a “gross-up” payment, which shall be the amount required to cause the net amount retained by the Executive after payment of all taxes, including taxes on the “gross-up” payment, to equal the amount of additional tax and interest penalty payable by the Executive on account of the violation of section 409A.  Such payment shall be made by the Company within thirty (30) days of the date that Executive submits proof of payment of such taxes to the taxing authority and not later than the end of Executive’s taxable year next following the taxable year in which the Executive submits the respective taxes to the taxing authority. The Executive agrees that the Company may amend this agreement, with the consent of the Executive, as the Company determines is necessary or advisable so that payments made pursuant to this agreement will not result in additional taxation of the Executive pursuant to the provisions of section 409A of the code.  The Executive agrees that she will not withhold her consent under this Section 20 if the proposed amendment does not materially adversely affect the Executive’s rights under this agreement.

No other provision of the Agreement is affected by this Amendment #1.

/s/ Elaine D. Marion	/s/ Phillip G. Norton
Elaine D. Marion	Phillip G. Norton
Chief Financial Officer	Chief Executive Officer and President
Date:  June 20, 2013	Date: June 20, 2013