2008 NON-EMPLOYEE
DIRECTOR LONG-TERM INCENTIVE PLAN
Section 1. Establishment
and Purposes of the Plan .
(a)
Purpose . The purposes of this e Plus inc.
2008 Non-Employee Director Long-Term Incentive Plan
(the “ Plan ”) are to attract, retain and
compensate for service as members of the Board of Directors of
e Plus inc. (the “ Company ”) highly
qualified individuals who are not current employees of the Company
and to enable them to increase their ownership in the
Company’s Common Stock. The Plan will be
beneficial to the Company and its stockholders since it will allow
these Directors to have a greater personal financial stake in the
Company through the ownership of Common Stock, in addition to
underscoring their common interest with stockholders in increasing
the long-term value of the Common Stock.
(b) Effective
Date; Shareholder Approval. The Plan is effective
September 15, 2008, subject to the approval by the Company’s
shareholders.
Section 2 . Definitions
.
As used herein,
the following definitions shall apply:
“ Affiliate ” shall mean (i)
any entity that, directly or through one or more intermediaries, is
controlled by the Company and (ii) any entity in which the Company
has a significant equity interest, as determined by the
Committee.
“ Applicable Laws ” means the
requirements relating to the administration of equity plans under
U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any
foreign country or jurisdiction where Restricted Shares are, or
will be, granted under the Plan.
“ Board ” means the Board of
Directors of the Company.
“ Change in Control ” means
the occurrence of any of the following events with respect to the
Company:
(i) the consummation of any consolidation or
merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which Common Stock would be
converted into cash, securities or other property, other than a
merger of the Company in which the holders of Common Stock
immediately prior to the merger own more than fifty percent (50%)
of the outstanding common stock of the surviving corporation
immediately after the merger; or
(ii) the consummation of any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets
of the Company, other than to a subsidiary or affiliate;
or
(iii) any action pursuant to which any person
(as such term is defined in Section 13(d) of the Exchange Act),
corporation or other entity shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of shares of capital stock
entitled to vote generally for the election of directors of the
Company (“ Voting Securities ”) representing
more than fifty (50%) percent of the combined voting power of the
Company’s then outstanding Voting Securities (calculated as
provided in Rule 13d-3(d) in the case of rights to acquire any such
securities); or
(iv) the individuals (x) who, as of the
Effective Date, constitute the Board (the “ Original
Directors ”) and (y) who thereafter are elected to the
Board and whose election, or nomination for election, to the Board
was approved by a vote of a majority of the Original Directors then
still in office (such Directors being called “ Additional
Original Directors ”) and (z) who thereafter are elected
to the Board and whose election or nomination for election to the
Board was approved by a vote of a majority of the Original
Directors and Additional Original Directors then still in office,
cease for any reason to constitute a majority of the members of the
Board; or
(v) the dissolution or liquidation of the
Company.
“ Code ” means the Internal
Revenue Code of 1986, as amended.
“ Committee ” means a
committee designated by the Board and composed of not less than two
“Non-Employee Directors” as defined in Rule 16b-3 under
the Exchange Act, or any successor rule or definition adopted by
the Securities and Exchange Commission.
“ Common Stock ” means the
common stock, par value $0.01 per share, of the Company.
“ Director ” means a member
of the Board.
“ Disability ” means any
illness or other physical or mental condition of a Participant
which renders the Participant incapable of performing his or her
customary and usual duties for the Company, or any medically
determinable illness or other physical or mental condition
resulting from a bodily injury, disease, or mental disorder that in
the judgment of the Committee is permanent and continuous in
nature. The Committee may require such medical or other evidence as
it deems necessary to judge the nature and permanency of the
Participant’s condition.
“ Exchange Act ” means the
Securities Exchange Act of 1934, as amended.
“ Fair Market Value ” means,
as of any date, the value of Common Stock determined as
follows:
(i) if the Common Stock is listed on any
established stock exchange or a national market system, including
without limitation the Nasdaq Global Market or The Nasdaq Capital
Market of The Nasdaq Stock Market, the fair market value of a share
of Common Stock shall be the closing sales price of a share of
Common Stock as quoted on such exchange or system for such date (or
the most recent trading day preceding such date if there were no
trades on such date), as reported in The Wall Street Journal
or such other source as the Committee deems reliable;
(ii) if the Common Stock is regularly quoted by
a recognized securities dealer but is not listed in the manner
contemplated by clause (i) above, the Fair Market Value of a Share
of Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the day of determination, as
reported in The Wall Street Journal or such other source as
the Committee deems reliable; or
(iii) if neither clause (i) above nor clause
(ii) above applies, the fair market value of a share of Common
Stock shall be determined in good faith by the Committee based on
the reasonable application of a reasonable valuation
method.
“ Outside Director ” means
any Director who, on the date such person is to receive a grant of
Restricted Shares hereunder is not a current employee of the
Company or any of the Company’s subsidiaries.
“ Participant ” shall mean
any Outside Director who holds a Restricted Stock Award granted or
issued pursuant to the Plan.
“ Plan ” means this e
Plus inc. 2008 Non-Employee Director Long-Term
Incentive Plan.
“ Restricted Shares ” means
Shares subject to a Restricted Stock Award.
“ Restricted Stock Agreement
” means any written agreement, contract, or other instrument
or document, including an electronic communication, evidencing the
terms and conditions of a Restricted Stock Award.
“ Restricted Stock Award ”
means a grant of Restricted Shares pursuant to Section 7 of the
Plan.
“ Share ” means a share of
Common Stock, as adjusted in accordance with Section 9 of the
Plan.
Section 3. Stock Subject to the
Plan .
Subject to the
provisions of Section 9 of the Plan, the maximum aggregate number
of Shares that may be issued as Restricted Shares under the Plan is
two hundred fifty thousand (250,000) Shares. The Shares
may be authorized, but unissued, or treasury
Shares. Restricted Shares that have been transferred
back to the Company shall be available for future grants of
Restricted Shares under the Plan.
Section 4 . Administration of
the Plan .
(a)
Administration . The Plan
shall be administered by the Committee. The Committee
shall have the authority, in its discretion:
(i)
to determine the Fair Market Value of Common
Stock;
(ii)
to approve forms of agreement for use under
the Plan;
(iii) to
determine the number of Shares that may be issued as Restricted
Shares and the terms and conditions of such Restricted
Shares;
(iv) to
construe and interpret the terms of the Plan;
(v)
to prescribe, amend and rescind rules and regulations
relating to the Plan;
(vi) to
allow Participants to satisfy withholding tax obligations by having
the Company withhold from the shares of Common Stock to be issued
upon vesting of Restricted Shares that number of Shares having a
Fair Market Value equal to the amount required to be withheld,
provided that withholding is calculated at the minimum statutory
withholding level. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All
determinations to have Shares withheld for this purpose shall be
made by the Committee in its discretion;
(vii)
to instruct a corporate officer to
execute on behalf of the Company any instrument required to effect
the grant of a Restricted Stock Award granted by the Committee;
and
(viii)
to make all other determinations
deemed necessary or advisable for administering the
Plan.
(b)
Effect of Committee’s Decision . The
Committee’s decisions, determinations and interpretations
shall be final and binding on all Participants and anyone else who
may claim an interest in Restricted Shares.
Section 5 . Eligibility
.
The only
persons who shall be eligible to receive Restricted Stock Awards
under the Plan
