Committee Charters

Audit ▪ Nominating and Governance ▪ Compensation

ePlus inc.

AUDIT COMMITTEE CHARTER

(Effective November 7, 2003, last amended July 31, 2008)

The Audit Committee of the Board of Directors of ePlus inc. (the “Committee”) shall consist of no fewer than three members. All members of the Committee shall be independent directors and shall satisfy the independence and qualification standards established by NASDAQ and the Securities Exchange Commission (the “SEC”). It is the goal of the Committee that at least one member of the Committee shall be an “audit committee financial expert” as defined by the SEC. As also determined by the Board of Directors, all members of the Committee shall have sufficient financial experience and ability to enable them to read and understand financial statements at the time of their appointment to the Committee and to discharge their responsibilities under this charter. No Committee member shall simultaneously serve on the audit committees of more than two other public companies, unless the Board of Directors determines that such service would not impair the member’s ability to effectively serve on the Audit Committee. The members of the Committee shall be appointed by the Board of Directors upon recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board of Directors in its discretion.

The purpose of the Committee shall be to (a) assist Board of Directors oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function and independent auditor, and (b) prepare the report SEC rules require be included in the Company’s annual proxy statement.

In furtherance of this purpose, the Committee shall have the following duties and responsibilities:

To be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report and performing other audit, review or attest services for the Company, including the authority to retain or to terminate the registered public accounting firm. The registered public accounting firm shall report directly to the Committee. The Committee may establish policies and procedures for the pre-approval of all auditing services (which may entail providing comfort letters in connection with securities underwritings), and all non-audit services provided to the Company by the Company’s registered public accounting firm, subject to a de minimis exception as set forth by the SEC. The Committee has delegated to the Chair of the Committee the authority to approve any services which do not exceed $50,000, provided that the services are ratified by the Committee at its next scheduled meeting. The Committee may also, in its sole discretion, delegate to one or more of its members additional authority to pre-approve any audit or non-audit services to be performed by the registered public accounting firm, provided that any such approvals are ratified by the Committee at its next scheduled meeting.
To, at least annually, obtain and review a report by the registered public accounting firm describing: the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, and (to assess the auditor’s independence) all relationships between the registered public accounting firm and the Company.
To discuss the annual audited financial statements with management and the registered public accounting firm, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and recommend to the Board of Directors whether the audited financial statements should be included in the Company’s Form 10-K.
To discuss the Company’s unaudited financial statements and related footnotes and the “Management Discussion and Analysis” portion of the Company’s Form 10-Q for each interim quarter with management and the registered public accounting firm and ensure that the registered public accounting firm also reviews the Company's interim financial statements before the Company files its quarterly report on Form 10-Q with the SEC.
To discuss with the registered public accounting firm (i) all critical accounting policies and practices to be used, (ii) all alternative treatments of financial information within GAAP that have been discussed with management, the ramifications of such alternative disclosures and treatments, and the accounting treatment “preferred” by the independent auditor and (iii) any other material written communications with management, such as a management letter or schedule of unadjusted differences.
To discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies with management and the registered public accounting firm, as appropriate.
To engage outside advisors, including counsel, as it determines necessary to carry out is duties and approve appropriate funding and retention terms, as determined by the Committee.
To discuss policies with management and the registered public accounting firm, as appropriate, with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
To meet separately, periodically, with management, with internal auditors and with the registered public accounting firm, provided that with respect to the internal auditors and the registered public accounting firm, such meetings shall occur at least quarterly.
To review with the registered public accounting firm any audit problems or difficulties and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and to resolve all disagreements between the Company’s management and the registered public accounting firm regarding financial reporting.
To set clear hiring policies for employees or former employees of the independent auditors.
Ensure that the registered public accounting firm submits to the Committee written disclosures and the letter from the registered public accounting firm required by Independence Standards Board Standard No. 1 [Independence Discussions with Audit Committees], and discuss with the registered public accounting firm their firm’s independence.
Discuss with the registered public accounting firm the matters required to be discussed by SAS 61 [Communication with Audit Committees] and SAS 90 [Audit Committee Communications].
To report regularly to the Board of Directors, including review of any issues that arise with respect to the quality or integrity of the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s the registered public accounting firm, or the performance of the internal audit function.
To establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Oversight of the Company’s Internal Audit Function
Ensure that the Company has an internal audit function.
Review and concur in the appointment, replacement, reassignment or dismissal of the senior internal auditing executive, and the compensation package for such person.
Review the significant reports to management prepared by the internal auditing department and management’s responses.
Communicate with management and the internal auditors to obtain information concerning internal audits, accounting principles adopted by the Company, internal controls of the Company, management, and the Company’s financial and accounting personnel, and review the impact of each on the quality and reliability of the Company’s financial statements.
Evaluate the internal auditing department and its impact on the accounting practices, internal controls and financial reporting of the Company.
Discuss with the registered public accounting firm the internal audit department’s responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

The Committee shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the registered public accounting firm for the purpose or preparing or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Committee, and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee may, in its sole discretion, delegate any of its duties and responsibilities to subcommittees.

The Committee shall conduct an annual performance evaluation of the Committee and shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.

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ePlus inc.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

General

This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s Certificate of Incorporation and Bylaws, it is not intended to establish by its own force any legally binding obligations.

Mission

The purpose of the Committee shall be to determine the slate of director nominees for election to the Corporation’s Board, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings and to make recommendations on the compensation of Directors. The Committee takes a leadership role in shaping corporate governance policies and practices applicable to the Corporation and monitoring compliance with said policies.

Membership

The Committee shall consist of no fewer than two members, each of whom shall meet the independence requirements established by the NASDAQ Global Market and Securities and Exchange Commission. The members and chairperson of the Committee shall be appointed by the Board of Directors in its discretion upon the recommendation of the Nominating & Corporate governance Committee. The Board may remove any member from the Committee at any time with or without cause.

Operations

The Committee shall meet at least twice a year. The Committee shall meet periodically in executive session without management present. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of its proceedings, and will report on its actions and activities at the next regularly scheduled meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Corporation, or (c) the laws of the state of Delaware.

Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee shall have sole authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Corporation and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form and delegate authority to subcommittees and may designate authority to one or more designated members of the Committee.

Responsibilities

The Committee shall have the following functions and responsibilities:

Board Nominees

Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders.

Review candidates recommended by shareholders.

Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest and other relevant factors.

Identify, interview and recruit candidates for the Board.

Board Committees

Annually review the composition of each Board committee and present recommendations for committee memberships to the Board as needed.

Annually review the Board’s committee structure and charters, and recommend to the Board changes, if any.

Corporate Governance

Review and assess the adequacy of the Corporation’s policies and practices on corporate governance [including the Corporate Governance Guidelines] of the Corporation and recommend any proposed changes to the Board for approval.

Oversee the annual performance self assessment of the Board and its committees, which should be reported to the Board as a whole.

Board Composition, Operations and Compensation

Review and discuss with the Board plans for executive officer development and corporate succession plans for the CEO and other executive officers.

Review the appropriateness of the size of the Board relative to its various responsibilities.

Review and make recommendations to the Board with respect to changes in non-employee Directors' compensation and benefits.

Make recommendations on the structure of Board meetings.

Committee Activities

Prepare an annual performance evaluation of the Committee, and periodically assess the adequacy of this Charter and recommend changes to the Board as needed.

Assist management in the preparation of the disclosure in the Corporation’s annual proxy statement regarding the operations of this Committee.

Perform an annual assessment of qualitative aspects of the performance of the Corporations’ CEO.

Amended by the Board of Directors on September 28, 2006.

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ePlus inc.

COMPENSATION COMMITTEE CHARTER

General

This Charter is intended as a component of the flexible governance framework within which the Board, assisted by its committees, directs the affairs of the Corporation. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s Certificate of Incorporation and Bylaws, it is not intended to establish by its own force any legally binding obligations.

Mission

The Compensation Committee (formerly known as the Organization and Compensation Committee) is responsible for determining the compensation of the Corporation’s Chief Executive Officer and other senior management, and to oversee and advise the Board on the adoption of policies that govern the Corporation’s compensation and benefit programs. Additionally, the Committee will regularly review the Corporation’s management resources, succession planning and development activities.

Membership

The membership of the Committee shall consist of at least three directors, each of whom shall (a) meet the independence requirements established by the NASDAQ Global Market, (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. The members and chairperson of the Committee shall be appointed by the Board. The Board may remove any member from the Committee at any time with or without cause.

Operations

The Committee shall meet at least four times a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will meet periodically in executive session without management present. The Committee will cause to be kept adequate minutes of the proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Corporation, or (c) the laws of the State of Delaware.

Authority

The Committee will have the resources and authority to discharge its duties and responsibilities. The Committee shall have sole authority to retain and terminate outside counsel, consulting firms or other experts or consultants, as it deems appropriate, to assist it in carrying out its duties and responsibility. The Committee shall have sole authority to approve related fees and other retention terms. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Corporation and the Committee will take all necessary steps to preserve the privileged nature of these communications.

The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee to perform certain of its duties on its behalf including, to the extent permitted by applicable law, the delegation to a subcommittee of at least two directors the authority to grant equity awards.

Responsibilities

The Committee shall have the following functions and responsibilities:

Review the effectiveness of the Corporation’s executive compensation programs.

Review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans.

Review and approve the compensation structure for executives at the level of corporate vice president and above. The Committee shall also provide oversight of management’s decisions concerning the performance and compensation of other officers of the Corporation.

Annually review and approve goals and objectives relevant to the Corporation’s CEO and other executive officers’ compensation.

Oversee an evaluation of the compensation of the Corporation’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. The CEO may not be present during deliberations or voting concerning the CEO’s compensation.

Review executive officer compensation for compliance with Section 16 of the Exchange Act and Section 162(m) of the Internal Revenue Code, as each may be amended from time to time, and any other applicable laws, rules and regulations.

Review and approve compensation packages for new executive officers and termination packages for executive officers.

Review and approve employment agreements, severance arrangements and change in control agreements and provisions when, and if, appropriate, as well as any special supplemental benefits.

Review the Corporation’s incentive compensation and other stock-based plans and recommend changes in such plans to the Board, as needed.

Administer the Corporation’s stock plans.

Review, approve and grant all stock option awards through in-person or telephonic meetings of the Committee (or the full Board) but not by unanimous consent resolution.

Prepare an annual report on executive compensation for inclusion in the Corporation’s proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and relevant listing authority.

Conduct an annual performance evaluation of the Committee and review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Amended by the Board of Directors on September 28, 2006.