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): April 22, 2010
ePlus inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-34167
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54-1817218
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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)
[]
Solicting material pursuant to Rule 14a-12 under the Exchange Act (12 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
Mark P.
Marron was appointed as Chief Operating Officer of ePlus inc. (the “Company”), a
newly created position, and President of the Company’s subsidiary ePlus
Technology, inc., on April 22, 2010, effective the same day.
Mr.
Marron, age 48, has served as Senior Vice President of Sales of ePlus
Technology, inc. since he joined ePlus Technology, inc. in 2005. A
20-year industry veteran, from 2001 - 2005 Mr. Marron was with NetIQ, where he
held the position of senior vice president of worldwide sales. Prior to joining
NetIQ, Mr. Marron served as general manager of worldwide channel sales for
Computer Associates International Inc., a provider of software and services that
enables organizations to manage their IT environments. Mr. Marron has extensive
experience throughout North America, Europe, the Middle East, and
Africa.
On April
22, 2010, the Company entered into an employment agreement with Mr. Marron (the
“Marron Employment Agreement”). The material terms of the employment agreement
are summarized below.
The
agreement is effective as of April 22, 2010, and terminates on September 30,
2011 (“the “Employment Term”). If the Employment Term ends without the parties’
entering into a new employment agreement or extending the Employment Term, Mr.
Marron shall continue as an at-will employee. The agreement specifies a base
annual salary of $450,000. In addition, Mr. Marron will be eligible
for an annual bonus under the terms and conditions of the Executive Incentive
Plan and certain other benefits such as reimbursement of business
expenses.
If Mr.
Marron’s employment is terminated due to death or Incapacity (as defined in the
Marron Employment Agreement), the Company will pay any bonus determined by the
Compensation Committee in accordance with the Executive Incentive Plan, and, in
the case of Incapacity, an additional amount equal to one year of his base
salary.
Under the
terms of the employment agreement, the Company may terminate Mr. Marron’s
employment at any time with or without Good Cause (as defined in the Marron
Employment Agreement). If the Company terminates Mr. Marron’s employment without
Good Cause or Mr. Marron terminates his employment for Good Reason (as defined
in the Marron Employment Agreement), then he shall be entitled to (a) payment in
an amount equal to one year of his base salary, and (b) continued medical and
dental insurance paid by the company for himself and his dependents through
COBRA for a period not longer than one year after termination. If the Company
and Mr. Marron have not entered into a new employment agreement or extended the
Employment Term, and within ten (10) days following the end of the Employment
Term, either the Company or Mr. Marron gives notice of an at-will termination,
then he shall be entitled to (a) an amount equal to one year of his base salary
and (b) continued medical and dental insurance paid by the company for
himself and his dependents through COBRA for a period not longer than one year
after termination.
Mr.
Marron has agreed to non-solicitation, non-compete and confidentiality
provisions in his employment agreement.
The
foregoing description of the employment agreement is qualified in its entirety
by reference to the Marron Employment Agreement, which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Additionally,
the Company’s Board of Directors has selected Mr. Marron to be a participant in
the Company’s Executive Incentive Plan. The cash incentive compensation can
range from 0% to a maximum of 50% of his base salary. The performance
criteria and its relative weights are as follows: Company financial performance,
66.6%; and individual performance, 33.3%. The Company financial performance will
be determined in accordance with generally accepted accounting principles. Such
earnings will be adjusted to exclude the following: (i) the incentive
compensation accrued by the Company under the Plan, (ii) all items of income,
gain or loss determined by the Board to be extraordinary or unusual in nature
and not incurred or realized in the ordinary course of business, whether or not
those items would otherwise be deemed extraordinary in accordance with the FASB
Accounting Standards Codification 225-20, Extraordinary and Unusual
Items; and (iii) any income, gain or loss attributable to the business
operations of any entity acquired by the Company during the 2011 fiscal
year.
The
Company has also agreed to pay certain relocation expenses associated
with Mr. Marron’s relocation from New York to Virginia. The Company
will pay the expenses for Mr. Marron’s return relocation to New York in the
event his employment is terminated subsequent to a change in control occurring
prior to April 15, 2012. Additionally, Mr. Marron will receive 20,000 shares of
restricted stock at a future date to be determined by ePlus’ Compensation
Committee in accordance with the Company’s normal stock granting
practices.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
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Exhibit
No.
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Description
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10.1
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Employment
Agreement effective as of April 22, 2010 by and between ePlus inc. and
Mark P. Marron.
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99.1
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Press
release dated April 22, 2010 issued by ePlus
inc.
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SIGNATURE
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.
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ePlus
inc.
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By:
/s/ Elaine D. Marion
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Elaine
D. Marion
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Date:
April 22, 2010
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Chief
Financial
Officer
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