ePlus inc. Restricted Stock Unit Award Agreement

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Restricted Stock Unit Award – Terms and Conditions .  This Agreement confirms the grant under and subject to the provisions of the e Plus inc. [2008 Employee / Director] Incentive Plan (the “ Plan ”) and upon the terms and conditions set forth herein (“ Terms and Conditions ”) to the above-named participant of the number of Restricted Stock Units set forth above (such units, as may be adjusted in accordance with Section 4 of these Terms and Conditions, the “ Restricted Units ”). This Agreement does not constitute ownership of any shares of Common Stock of e Plus inc. (the “ Company ”) or confer any rights associated with the ownership of shares, except as expressly set forth herein. This grant is subject in all respects to the applicable terms of the Plan. At all times, each Restricted Unit shall be equal in value to one share of common stock, $0.01 par value per share (the “ Common Stock ”), of the Company (a “ Share ”). A copy of the Plan (or related Prospectus delivered to you with this Agreement) may be obtained at no cost by contacting the [HR Department] at________________.

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Restriction Period .  For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending on [INSERT VESTING DATE(S)] (the “ Restriction Period ”).

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Payout of Award . Provided the award has not previously been forfeited, within two and one-half months after the expiration of the Restriction Period and upon the satisfaction of the applicable tax withholding obligations, (i) if the award is to be paid in Shares, the Company shall issue to the participant the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period; or (ii) if the award is to be paid in cash, the Company shall pay to the participant a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period. If the award is to be paid in Shares, upon payout the Company shall at its option, cause such Shares as to which the participant is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the participant of a stock certificate in the name of the participant or his or her designee, or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the participant or his or her designee maintained by the Company’s stock transfer agent or its designee.

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Rights During Restriction Period . During the Restriction Period, the participant shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units. During the Restriction Period, if any dividends or other distributions are paid in cash to holders of Common Stock, the participant shall be entitled to receive dividend equivalents, in cash, paid with respect to the number of Shares underlying the Restricted Units. Such dividend equivalents will be paid to the participant as soon as is practicable following payment of the dividend or other distribution to holders of Common Stock, but no later than the end of the calendar year in which the corresponding actual cash dividends or other distributions are paid to holders of Common Stock. If any such dividend or other distribution is paid in securities of the Company (including Shares), such dividend equivalents in respect of such securities relating to the Restricted Units shall be subject to the same restrictions and conditions as the Restricted Units in respect of which such dividend or distribution in the form of securities was made and shall be