form8k.htm
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): November 6, 2007
(October 31, 2007)
ePlus
inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-28926
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54-1817218
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(State
or other jurisdiction of incorporation or
organization)
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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 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):
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[
] Written communications pursuant to Rule 425
under the Securities Act (17 CFR
230.425)
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[
] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[
] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item.
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On October 31, 2007, ePlus inc. (the
“Company”) entered into an employment agreement
with Kleyton L.
Parkhurst, the Senior Vice President, Treasurer and Assistant Secretary
of the
Company. The employment agreement replaces the employment agreement
previously entered into between the Company and Mr. Parkhurst. The
material terms of the employment agreement are summarized
below.
The
agreement is effective as of November 1, 2007 and has a term of one (1) year
(the “Employment Term”). If the Employment Term ends without
the parties entering into a new employment agreement or extending the Employment
Term, Mr. Parkhurst shall continue as an at-will employee. The
agreement specifies a base annual salary of $250,000. In addition,
Mr. Parkhurst will be eligible for an annual bonus and certain other benefits
such as reimbursement of business expenses.
If Mr.
Parkhurst’s employment is terminated due to death or Incapacity (as defined in
the employment agreement), the Company will pay any bonus determined by the
Compensation Committee in accordance with the 2008 Executive Incentive Plan,
and, in the case of Incapacity, an additional amount equal to the greater of
(a)
the balance of his base salary through the end of the Employment Term or (b)
an
amount equal to six (6) months of his base salary.
Under
the
terms of the employment agreement, the Company may terminate Mr. Parkhurst’s
employment at any time with or without Good Cause (as defined in the employment
agreement). If the Company terminates Mr. Parkhurst’s employment
without Good Cause or Mr. Parkhurst terminates his employment for Good Reason
(as defined in the employment agreement), then he shall be entitled to (a)
payment in an amount equal to the greater of the remaining balance to his salary
to the end of the Employment Term or an amount equal to six (6) months of base
salary, and (b) continued medical and dental insurance for himself and his
dependents through COBRA for a period not longer than six months after
termination. If the Company and Mr. Parkhurst 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, Mr. Parkhurst gives notice of
an
at-will termination, then he shall be entitled to (a) an amount equal to six
(6)
months of his base salary and (b) continued medical and dental insurance for
himself and his dependents through COBRA for a period not longer than six months
after termination.
Mr.
Parkhurst 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 employment agreement, which is attached as Exhibit 99.1
to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits:
Exhibit
No. Description
99.1
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Employment
Agreement dated as of October 31, 2007 by and between ePlus inc.
and Kleyton L. Parkhurst.
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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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By:
/s/ Steven J. Mencarini, CFO
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