fom8-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): May
5,
2009 (April 30, 2009)
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 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 executive offices)
Registrant's
telephone number, including area code: (703) 984-8400
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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 April
30, 2009, the Compensation Committee ("the Committee") of the Board
of Directors of ePlus inc. ("the Company") adopted the ePlus inc. Executive
Incentive Plan ("the Plan"), effective April 1, 2009. The Plan
provides for the payment of performance-based cash incentive compensation to
eligible executive employees.
The Plan
is administered by the Committee, which has full authority to determine the
participants in the Plan, the terms and amounts of each participant’s minimum,
target and maximum awards, and the period during which the performance is to be
measured.
The
Committee will determine the corporate, unit and individual performance
objectives to be achieved. Awards in the form of annual cash payments
will be based on the level of attainment of the applicable performance
objectives. The criteria upon which the performance goals shall be
based will be determined by the Committee at its discretion.
The award
amount payable is a percentage of base salary based on the level of attainment
of the applicable performance goals as set forth in the participant’s award
agreement. The Committee may not waive or amend performance goals or
increase the amount payable pursuant to awards after the performance goals have
been established but has discretionary authority to reduce the amount that would
otherwise be payable with respect to any award. If a participant’s
employment with the Company terminates due to death, disability or retirement,
the Committee may in its discretion make a payment to the participant or his
beneficiary, as the case may be, up to an amount equal to the value of the
target award for the relevant performance period in which the termination
occurs, multiplied by a fraction, the numerator of which is the number of months
(including partial months) in the period beginning on the first day of the
relevant performance period and ending with the date as of which the
participant’s employment with the Company so terminated, and the denominator of
which is the number of months in such performance period.
For the
fiscal year 2010, the Committee has selected Phillip G. Norton (President and
Chief Executive Officer), Bruce M. Bowen (Executive Vice President), Elaine D.
Marion (Chief Financial Officer) and Steven J. Mencarini (Senior Vice
President) as participants in the Plan. The 2010 performance
criteria and their relative weights for Messrs. Norton, Bowen and Mencarini are
as follows: company financial performance, 66.6%; and individual performance,
33.3%. For Ms. Marion, the 2010 performance criteria is based 50% on
company financial performance and 50% on individual performance. The
company financial performance will be based on the Company’s net earnings before
taxes for the 2010 fiscal year as stated in the Company’s Form 10-K for such
year, as compared to the Company’s budget. 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, and (iii) any income, gain or loss attributable
to the business operations of any entity acquired by the Company during the 2010
fiscal year. The cash incentive compensation for fiscal year 2010 can
range from 0% to a maximum of 50% of the executive’s base salary.
A
complete copy of the Plan is filed with this Current Report as Exhibit 10.1 and
incorporated herein by this reference.
Item
9.01 Financial Statements and Exhibits
(d) The
following exhibits are filed as part of this report:
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Exhibit No.
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Description
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10.1
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ePlus inc. Executive
Incentive Plan, effective April 1, 2009
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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: May
5, 2009
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Chief
Financial Officer
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