form8-k.htm

0001022408-10-000042.txt : 20100917 0001022408-10-000042.hdr.sgml : 20100917 20100917153809 ACCESSION NUMBER: 0001022408-10-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20100913 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100917 DATE AS OF CHANGE: 20100917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPLUS INC CENTRAL INDEX KEY: 0001022408 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 541817218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34167 FILM NUMBER: 101078205 BUSINESS ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 BUSINESS PHONE: 7039848400 MAIL ADDRESS: STREET 1: 13595 DULLES TECHNOLOGY DRIVE CITY: HERNDON STATE: VA ZIP: 20171-3413 FORMER COMPANY: FORMER CONFORMED NAME: MLC HOLDINGS INC DATE OF NAME CHANGE: 19960906 8-K 1 form8-k.htm EPLUS INC 8-K 09-13-2010 form8-k.htm

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): September 13, 2010

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 September 13, 2010 the Compensation Committee approved amendments to employment agreements with certain executives, as described below, and the Company entered into the agreements with the executives.

Three executives’ agreements were modified to extend their current employment agreements through September 30, 2011. These executives are: Chief Financial Officer Elaine Marion, Executive Vice President Bruce Bowen, and Senior Vice President Steven Mencarini. Other minor changes were also made to bring the agreements into compliance in accordance with recent interpretations of Internal Revenue Code Section 409A (“Section 409A”): (a) Section 5(b) of the agreements were modified to provide that any bonus earned under that section will be paid no later than the next December 31 following the fiscal year in which the bonus was earned, unless calculation of the bonus is not administratively practicable and further delay would not violate Section 409A; (b) Section 7(c)(5) of the a greements were modified to provide that any applicable release and certification required to entitle the executive to certain payments due on termination of employment must be signed and returned to the company within twenty-one days of termination, and any payment due thereunder would be paid on the last day of the applicable payment period, unless otherwise required by Section 20 of the agreement; and (c) the sample release appended to the agreements was amended to include a certification that the executive complied with certain sections of the agreement.

The Compensation Committee approved, and Chief Operating Officer Mark Marron’s employment agreement was amended as follows, to bring it into compliance in accordance with recent interpretations of Section 409A: (a) Section 5(b) of his agreement was modified to provide that any bonus earned under that section will be paid no later than the next December 31 following the fiscal year in which the bonus was earned, unless calculation of the bonus is not administratively practicable and further delay would not violate Section 409A; and (b) Section 7(c)(5) of his agreement was modified to provide that payment thereunder would be paid as set forth in the agreement, unless otherwise required by Section 20 of the agreement.

Also, the Compensation Committee approved, and Chief Executive Officer Phillip G. Norton’s employment agreement was amended as follows, to bring it into compliance in accordance with recent interpretations of Section 409A: a) Section 5(b) of his agreement was modified to provide that any bonus earned under that section will be paid no later than the next December 31 following the fiscal year in which the bonus was earned, unless calculation of the bonus is not administratively practicable and further delay would not violate Section 409A; (b) Section 7(c)(5) of the agreement was modified to provide that any applicable release and certification required to entitle Mr. Norton to certain payments due on termination of employment must be signed and returned to the company within twenty-one days of termination, and any payment due thereun der would be paid on the last day of the applicable payment period, unless otherwise required by Section 20 of the agreement; (c) the sample release appended to the agreement was amended to include a certification that the executive complied with certain sections of the agreement. Additionally, Mr. Norton’s compensation was modified from $500,000 to $560,000 annually, effective October 1, 2010.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of ePlus inc. was held on September 13, 2010. There were present, in person or by proxy, holders of 7,828,520 shares of our common stock, or 95% of all shares of common stock eligible to be voted at the meeting. The final voting results on all matters is disclosed below.

1. Election of the following directors to serve until the next annual meeting of stockholders or until their successors are elected and qualified (included as Item 1 in the proxy statement). Each nominee for director was elected by a vote of the stockholders as follows:

	For	Withheld	Broker Non-Vote
Phillip G. Norton	7,074,054	46,816	707,650
Bruce M. Bowen	7,074,457	46,413	707,650
Terrence O’Donnell	6,791,878	328,992	707,650
Milton E. Cooper, Jr.	7,089,506	31,364	707,650
C. Thomas Faulders	7,089,313	31,557	707,650
Lawrence S. Herman	7,089,506	31,364	707,650
Eric D. Hovde	5,939,727	1,181,143	707,650
John E. Callies	7,090,263	30,607	707,650

Each nominee was elected a director of ePlus inc.

2. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2011 (included as Item 2 in the proxy statement). The proposal was approved by a vote of stockholders as follows:

	For:	7,809,535
	Against:	18,484
	Abstain:	501
	Broker non-votes:	0

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
10.1	Employment Agreement Amendment No. 1 dated September 14, 2010 by and between ePlus inc. and Phillip G. Norton
10.2	Employment Agreement Amendment No. 1 dated September 16, 2010 by and between ePlus inc. and Bruce M. Bowen
10.3	Employment Agreement Amendment No. 1 dated September 16, 2010 by and between ePlus inc. and Elaine D. Marion
10.4	Employment Agreement Amendment No. 1 dated September 16, 2010 by and between ePlus inc. and Mark P. Marron
10.5	Employment Agreement Amendment No. 1 dated September 16, 2010 by and between ePlus inc. and Steven J. Mencarini

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: September 17, 2010

EX-10.1 2 ex10-1.htm EMPLOYMENT AGREEMENT NORTON ex10-1.htm

Exhibit 10.1

AMENDMENT #1 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 September 4, 2009. The Parties hereby agree to this Amendment #1 (“Amendment #1”)

1. The last sentence of Section 5(b) shall be replaced with the following:

In no event will any bonus earned under this Section 5(b) be paid later than the next December 31st following the fiscal year in 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. Subsection 7(c)(5) shall be added which reads as follows:

(5) Any release and certification required from the Executive under the first paragraph of this Section 7(c) shall be on the form attached as Exhibit 1 unless the Company has provided Executive a different form on or before his termination of employment. The applicable release and certification must be signed and returned by Executive to the Company within twenty one (21) days of the date of termination of employment and not revoked in order for Executive to be entitled to payments under Section 7(c). Except as provided by subsection 7(c)(4), provided the requirements of this subsect ion are met, any lump sum payment due Executive under subsection 7(c)(1), (2), or (3) shall be paid on the last day of the thirty (30) day, sixty (60) day or other applicable period in which the Company may make such payment in compliance with the applicable provision.

3. Sample Release and Certification

The Sample Release included as Exhibit 1 to the Agreement shall be amended to include the following as the penultimate sentence:

Employee hereby certifies he has complied with Sections 8, 9, 10, 11 and 12 of his Employment Agreement (confidentiality, intellectual property, non-compete, non-solicit, conflict of interest and return of property provisions).

4. Section 5(a) shall be replaced in its entirety with the following:

(a)	From the date of this agreement through September 30, 2010, Executive shall receive a base annual salary of Five Hundred Thousand Dollars ($500,000). Beginning October 1, 2010, Executive shall receive a base annual salary of Five Hundred Sixty Thousand Dollars ($560,000).

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

/s/ C. Thomas Faulders		/s/ Phillip G. Norton
C. Thomas Faulders		Phillip G. Norton
Lead Independent Director, ePlus inc.		CEO and President
Date: September 14, 2010		Date: September 14, 2010

EX-10.2 3 ex10-2.htm EMPLOYMENT AGREEMENT BOWEN ex10-2.htm

Exhibit 10.2

AMENDMENT #1 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Bruce M. Bowen (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective September 30, 2009. The Parties hereby agree to this Amendment #1 (“Amendment #1”)

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

(b) “Employment Term” shall be the period from the date of the last signature below through and including September 30, 2011.

2. The last sentence of Section 5(b) shall be replaced with the following:

3. Subsection 7(c)(5) shall be added which reads as follows:

4. Sample Release and Certification

The Sample Release included as Exhibit 1 to the Agreement shall be amended to include the following as the penultimate sentence:

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

/s/ Phillip G. Norton		/s/ Bruce M. Bowen
Phillip G. Norton		Bruce M. Bowen
Chief Executive Officer		Director & Executive Vice President
Date: September 16, 2010		Date: September 14, 2010

EX-10.3 4 ex10-3.htm EMPLOYMENT AGREEMENT MARION ex10-3.htm

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 September 30, 2009. The Parties hereby agree to this Amendment #1 (“Amendment #1”)

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

(b) “Employment Term” shall be the period from the date of the last signature below through and including September 30, 2011.

2. The last sentence of Section 5(b) shall be replaced with the following:

3. Subsection 7(c)(5) shall be added which reads as follows:

4. Sample Release and Certification

The Sample Release included as Exhibit 1 to the Agreement shall be amended to include the following as the penultimate sentence:

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

/s/ Phillip G. Norton		/s/ Elaine D. Marion
Phillip G. Norton		Elaine D. Marion
Chief Executive Officer		Chief Financial Officer
Date: September 16, 2010		Date: September 14, 2010

EX-10.4 5 ex10-4.htm EMPLOYMENT AGREEMENT MARRON ex10-4.htm

Exhibit 10.4

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 April 22, 2010. The Parties hereby agree to this Amendment #1 (“Amendment #1”)

1. The last sentence of Section 5(b) shall be replaced with the following:

2. Subsection 7(c)(5) shall be replaced with the following:

(5) Any release and certification required from the Executive under the first paragraph of this Section 7(c) shall be on the form attached as Exhibit 1 unless the Company has provided Executive a different form on or before his termination of employment. The applicable release and certification must be signed and returned by Executive to the Company within twenty one (21) days of the date of termination of employment and not revoked in order for Executive to be entitled to payments under Section 7(c). Except as provided by subsection 7(c)(4), provided the requirements of this subsection are met, any lump sum payment due Executive under subsection 7(c)(1), (2), or (3) shall be paid on the last day of the thirty (30) day, sixty (60) day or other applicable period in which the Company may make such payment in compliance with the applicable provision.

/s/ Phillip G. Norton		/s/ Mark P. Marron
Phillip G. Norton		Mark P. Marron
Chief Executive Officer		Chief Operating Officer
Date: September 16, 2010		Date: September 16, 2010

EX-10.5 6 ex10-5.htm EMPLOYMENT AGREEMENT MENCARINI ex10-5.htm

Exhibit 10.5

AMENDMENT #1 TO EMPLOYMENT AGREEMENT

ePlus inc. (the “Company”), a Delaware corporation, and Steven J. Mencarini (the “Executive”) (collectively, “the Parties”) have previously entered into an Employment Agreement (the “Agreement”), effective September 30, 2009. The Parties hereby agree to this Amendment #1 (“Amendment #1”)

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

(b) “Employment Term” shall be the period from the date of the last signature below through and including September 30, 2011.

2. The last sentence of Section 5(b) shall be replaced with the following:

3. Subsection 7(c)(5) shall be added which reads as follows:

4. Sample Release and Certification

The Sample Release included as Exhibit 1 to the Agreement shall be amended to include the following as the penultimate sentence:

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

/s/ Phillip G. Norton		/s/ Steven J. Mencarini
Phillip G. Norton		Steven J. Mencarini
Chief Executive Officer		Senior Vice President, Business Operations
Date: September 16, 2010		Date: September 14, 2010