Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 31, 2015

Electro Rent Corporation

(Exact Name of Registrant as Specified in Charter)



California	0-9061	95-2412961
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



6060 Sepulveda Boulevard, Van Nuys, CA	91411-2501
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 787-2100

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):



	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	o	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.

As previously announced in Electro Rent Corporation’s current report on Form 8-K that we filed with the Securities and Exchange Commission on July 21, 2015, Craig Jones, our Chief Financial Officer, retired effective on August 31, 2015. In connection with Mr. Jones retirement, we entered into a Separation Agreement and Release (the “Separation Agreement”) and an Independent Contractor Agreement (the “Consulting Agreement”) with Mr. Jones on August 31, 2015.

Pursuant to the Separation Agreement, we will pay Mr. Jones the separation benefits summarized in our July 21, 2015 current report on Form 8-K in exchange for a release of claims. The separation benefits include: a payment in the amount of Mr. Jones’ annual base salary of $251,835, which will be paid in one lump sum on the 60th day after Mr. Jones’ resignation is effective; a share of the fiscal 2016 bonus pool payable in a lump sum when we pay our other bonuses, which share will be calculated as (a) the total amount of the year’s executive bonus pool, times (b) the percentage of last year’s total executive bonus pool that Mr. Jones received, times (c) the percentage of fiscal 2016 that elapsed as of Mr. Jones’ termination on August 31, 2015; and reimbursement for COBRA coverage for COBRA payments made by Mr. Jones during the 12 month period after the termination of Mr. Jones’ employment. The Separation Agreement is subject to revocation by Mr. Jones through September 7, 2015, and the Separation Agreement will not become effective and enforceable until the revocation period expires.

Pursuant to the Consulting Agreement, Mr. Jones will assist in the transition of his duties and responsibilities as Chief Financial Officer, in exchange for which the Company will pay Mr. Jones $200 per hour for his services, not to exceed $1,600 per day.

As previously announced in our July 21, 2015 current report on Form 8-K, Allen Sciarillo assumed the roles of Acting Chief Financial Officer, principal accounting officer and principal financial officer effective on September 1, 2015.

The foregoing descriptions of the Separation Agreement and Consulting Agreement are summaries. Copies of the Separation Agreement and Consulting Agreement are filed as exhibits 10.1 and 10.2 to this current report on Form 8-K, respectively, and are incorporated herein by reference.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

10.1 Separation Agreement and Release, dated August 31, 2015, by and between Electro Rent Corporation and Craig Jones

10.2 Independent Contractor Agreement, dated August 31, 2015, by and between Electro Rent Corporation and Craig Jones

SIGNATURES

Pursuant to the requirement 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.




	Electro Rent Corporation

Date: September 3, 2015	By:	/s/ Daniel Greenberg
		Daniel Greenberg
		Chief Executive Officer

EXHIBIT 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (this “Agreement”) is made and entered into as of August 31, 2015 by and between Electro Rent Corporation (the “Company”) and Craig Jones (“Mr. Jones”).

RECITALS:

WHEREAS, Mr. Jones has been an employee of the Company since 1989 and has served as the Company’s Chief Financial Officer since 1990;

WHEREAS, Mr. Jones has provided notice to the Company that he will resign from all Company positions and retire from employment effective at the end of the business day on August 31, 2015 (the “Retirement Date”); and

WHEREAS, in recognition of Mr. Jones’s long and valuable service to the Company and in exchange for the releases and other covenants set forth in this Agreement, the Company desires to provide Mr. Jones certain benefits as set forth in this Agreement.

AGREEMENT:

NOW, THEREFORE, BE IT RESOLVED, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and incorporating the recitals set forth above, the parties hereto agree as follows:

1.Benefits. As consideration for the execution and delivery of this Agreement, and in recognition of Mr. Jones’s service to the Company, Mr. Jones will receive the following benefits, provided that Mr. Jones does not revoke his waiver and release of claims under the ADEA (as defined below) within seven days of the date of this Agreement as set forth in Section 2.2 of this Agreement:

1.1Annual Base Salary Payment. The Company will pay to Mr. Jones a cash payment in the amount of Mr. Jones’s annual base salary of $251,835, which will be payable in one lump sum on the sixtieth (60th) day following the Retirement Date, subject to applicable withholdings.

1.2 Bonus Payment. The Company will pay to Mr. Jones a share of the fiscal year 2016 executive bonus pool (if any), which will be payable in one lump sum in an amount equal to (a) the total amount of the fiscal year 2016 executive bonus pool (if any), times (b) 6.067% (which is the percentage of the fiscal year 2015 executive bonus pool received by Mr. Jones), times (c) 25.137% (which is the percentage of fiscal year 2016 that has elapsed as of the Retirement Date). The bonus payment will be subject to applicable withholdings. The bonus payment will be made at the same time the Company makes bonus payments from the executive bonus pool to its other executive officers; provided, however, the bonus will be paid no later than 75 days after the later of the end of the 2016 fiscal year or 2016 calendar year.

1.3 Reimbursement for COBRA Coverage. The Company will each month reimburse Mr. Jones for COBRA payments made by Mr. Jones during the prior month with respect to the twelve (12) months following the Retirement Date.

2.Release of Liability.

2.1 General Release. Mr. Jones hereby expressly covenants not to sue and releases and waives any and all claims, liabilities, demands, damages, penalties, debts, accounts, obligations, actions, grievances and causes of action (“Claims”), whether now known or unknown, suspected or unsuspected, whether at law or in equity, of any kind or nature whatsoever, which Mr. Jones has or claims to have, now or hereafter, against the Company and its divisions, facilities, subsidiaries and affiliated entities, successors and assigns, or any of its or their respective past or present officers, directors, trustees, shareholders, agents, employees, attorneys, insurers and representatives (collectively, the “Releasees”), including, but not limited to, any Claims arising out of or relating in any way to Mr. Jones’s employment at the Company and the termination thereof (the “Release”). Mr. Jones hereby acknowledges and agrees that the Claims released by the Release include, but are not limited to, any and all Claims which arise or could arise under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Federal Worker Adjustment and Retraining Notification Act (or any similar state, local or foreign law), the California Fair Employment and Housing Act, California statutory or common law, the Orders of the California Industrial Welfare Commission regulating wages, hours, and working conditions, and federal statutory law, or any Claim for severance pay, bonus, sick leave, disability, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit.

Mr. Jones understands that nothing in this Agreement prohibits Mr. Jones from filing a charge or complaint challenging the validity of this Agreement with a court, the Equal Employment Opportunity Commission (EEOC), or other federal, state or local agency or participating in any investigation or proceeding conducted by such administrative agency. However, Mr. Jones agrees that if any such claim is prosecuted in Mr. Jones’s name before any court or administrative agency, Mr. Jones waives and agrees not to take any award of money or other damages from such suit.

Further, notwithstanding anything to the contrary in this Section 2, the Release will not be construed as a release or waiver of any of the following:

(a)any indemnification rights (including rights to advancement) Mr. Jones may have against the Company pursuant to the Company’s Articles of Incorporation, bylaws, any indemnification agreement between the Company and Mr. Jones or pursuant to California Labor Code Section 2802;

(b)any claims arising under state unemployment insurance, workers compensation laws, California Corporations Code section 317 or coverage under any Company liability insurance policy;

(c)any rights of Mr. Jones pursuant to this Agreement;

(d)health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA);

(e)claims with regard to vested benefits under a retirement plan governed by the Employee Retirement Income Security Act of 1974 (ERISA);

(f)rights of Mr. Jones with respect to his status as a holder of any equity securities or equity incentive award issued by the Company (subject to Section 9 below); or

(g)any claim which, as a matter of applicable law or public policy, cannot be released.

2.2 Age Discrimination Release. Mr. Jones expressly acknowledges, understands and agrees that this Release includes a waiver and release of all claims which Mr. Jones has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of ADEA Claims under this Release: (i) Mr. Jones is advised to consult an attorney before signing this Release; (ii) Mr. Jones is granted forty five (45) days after he is presented with this Release to decide whether or not to sign this Release; (iii) Mr. Jones will have the right to revoke the waiver and release of claims under the ADEA during the seven calendar (7) days after signing this Release, and this Agreement will not become effective and enforceable until that revocation period has expired without such revocation; (iv) Mr. Jones hereby acknowledges and agrees that he is knowingly and voluntarily waiving and releasing Mr. Jones's rights and claims in exchange for consideration (something of value) in addition to anything of value to which he is already entitled; and (v) nothing in this Release prevents or precludes Mr. Jones from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.

2.3 Section 1542 Waiver. As part of this Release, Mr. Jones expressly releases, waives and relinquishes all rights under Section 1542 of the California Civil Code, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Mr. Jones acknowledges that he may later discover facts in addition to or different from those which Mr. Jones now knows, or believes to be true, with respect to any of the subject matters of this Release, but that it is nevertheless Mr. Jones’s intention to settle and release any and all Claims released herein.

2.4 Labor Code Section 206.5. This Release does not provide any release of Mr. Jones’s rights to salary and accrued vacation, and Mr. Jones is not required to sign this Release in connection with the payment of any wages due. California Labor Code Section 206.5 provides in pertinent part as follows:

“No employer will require the execution of any release of any claim or right on account of wages due, or to become due, or made as an advance on wages to be earned, unless payment of such wages has been made.”

3.Tax Effects of Payments.

3.1 In the event that it is determined that any payment or distribution of any type to or for the benefit of Mr. Jones made by the Company, any of its affiliates, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions shall be limited to such amount which would result in no portion of the payments or distributions being subject to the Excise Tax. Mr. Jones understands and agrees that, to the extent necessary to comply with this Section 3.1, Mr. Jones will repay to the Company any amount necessary to avoid the Total Payments being subject to the Excise Tax.

3.2 To the maximum extent permitted, the Agreement is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code (“Section 409A”) but in any event will be interpreted to comply with Section 409A. This Agreement will be interpreted and construed to not violate Section 409A, although nothing herein will be construed as an entitlement to or guarantee of any particular tax treatment to Mr. Jones. For purposes of this Agreement, Mr. Jones’s resignation of employment on the Retirement Date is intended to constitute a “separation from service” as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. While it is intended that all payments and benefits provided under this Agreement to Mr. Jones will be exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Section 409A. The Company will have no liability to Mr. Jones or any other person or entity if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. Mr. Jones further understands and agrees that he will be entirely responsible for any and all taxes on any benefits payable to him as a result of this Agreement.

4. Confidentiality. Mr. Jones will not at any time use, divulge, disclose or communicate, either directly or indirectly, in any manner whatsoever, any of the Company’s confidential, proprietary or other information regarding the Company’s practices, procedures, employees, trade secrets, customer lists, marketing strategies, operating, research and development or other similar information of any kind, nature or description, without the prior written consent of the Company or unless required by court order, law or other legal process.

5. Insider Trading. Mr. Jones understands and agrees that he will be subject to the Company’s pre-clearance requirements for trading in the Company’s equity securities pursuant to the Company’s insider trading policy for a period of six months after the Retirement Date. Further, Mr. Jones agrees that he will not trade in the Company’s securities at any time while Mr. Jones is in possession of material non-public information regarding the Company.

6. Resignation. Mr. Jones hereby, effective on the Retirement Date, resigns all positions (including that of employee, officer or director, as applicable) of the Company and all of the Company’s subsidiaries.

7. Expense Receipts. Mr. Jones agrees that he will submit all receipts for business expense reimbursement on or prior to his Retirement Date.

8.Company Property. All records, files, lists, including computer generated lists, data, drawings, documents, equipment and similar items relating to the Company’s business that Mr. Jones generated or receive from the Company remain the Company’s sole and exclusive property. Mr. Jones agrees to promptly return to the Company all property of the Company in his possession. Mr. Jones further represents that he has not copied or caused to be copied, printed out, or caused to be printed out any documents or other material originating with or belonging to the Company. Mr. Jones additionally represents that he will not retain in his possession any such documents or other materials.

9.Withholdings. All payments to Mr. Jones pursuant to this Agreement will be subject to applicable state and federal withholdings.

10.Equity Awards. Mr. Jones’s equity incentive awards shall be governed pursuant to their grant terms giving effect to Mr. Jones’s voluntary resignation without good reason from the Company as of the Retirement Date. Mr. Jones’s resignation on the Retirement Date will be deemed to be a “Termination of Employment” as defined in the Company’s 2005 Equity Incentive Plan.

11.Future Cooperation. Mr. Jones agrees to render assistance, advice and counsel to the Company at its request regarding any matter, dispute or controversy with which the Company may become involved and Mr. Jones has or may have reason to have knowledge, information or expertise.

12.Attorney Consultation. Mr. Jones has been advised, and has had an opportunity, to consult an attorney about this Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims.

13.Scope of Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Except as expressly provided herein, this Agreement supersedes and renders null and void any and all prior agreements between Mr. Jones and the Company. This Agreement shall bind the heirs, personal representatives, successors and assigns of both Mr. Jones and the Company, and inure to the benefit of both Mr. Jones and the Company, their heirs, successors and assigns.

14.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 13.

15.Miscellaneous. The internal law, without regard to conflicts of laws principles, of the State of California will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. If a court of competent jurisdiction deems any provision of this Agreement invalid, illegal or unenforceable, the parties hereto intend that such provision will, as to such jurisdiction solely, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions of this Agreement in such

jurisdiction or rendering any provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. This Agreement may be executed by the parties in any number of counterparts (including via email with scan attachment or facsimile), which are defined as duplicate originals, all of which taken together will be construed as one document.

[SIGNATURE PAGE TO SEPARATION AGREEMENT AND RELEASE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.



Date: August 31, 2015	COMPANY: Electro Rent Corporation By: /s/ Daniel Greenberg Name: Daniel Greenberg Title: CEO Address: 6060 Sepulveda Blvd. Van Nuys, California 91411 Attn: Chief Executive Officer Phone: (818) 787-2100
Date: August 31, 2015	MR. JONES: /s/ Craig Jones Craig Jones Address: ______________________________________ ______________________________________ Phone: ________________________________ Email: ________________________________

[SIGNATURE PAGE TO SEPARATION AGREEMENT AND RELEASE]

EXHIBIT 10.2

INDEPENDENT CONTRACTOR AGREEMENT

Contract made September 01, 2015, between Electro Rent Corporation of 6060 Sepulveda Blvd, Van Nuys, Los Angeles, California, here referred to as “Company”, and Craig Jones of 2021 Jamestown Way, Oxnard, California, here referred to as “Contractor”.

RECITALS


A.	Company owns and operates a technical equipment and test and measurement rent, lease, sell-new business at the address set forth above, and Company desires to have certain services performed at Company’s place of business or specified locations.


B.	Contractor was employed by the Company as its Chief Financial Officer until his voluntary retirement which was effective at the end of the business day on August 31, 2015 (the “Retirement Date”) and such Retirement Date also constituted the date of Contractor’s “separation from service” with the Company within the meaning of Internal Revenue Code Section 409A (“Section 409A”).


C.	Company and Contractor entered into a Separation Agreement and Release, which was effective September 1, 2015, that governed the termination of the employment relationship between the parties (the “Separation Agreement”).


D.	This Contract shall not modify, supersede or replace the terms and conditions of the Separation Agreement or the rights and obligations provided thereunder and this Contract (and the services to be provided hereunder) is not intended to alter the treatment of the Retirement Date as representing the date of Contractor’s separation from service with the Company.


E.	Contractor agrees to perform these services for Company under the terms and conditions set forth in this Contract.

In consideration of the mutual promises set forth in this Contract, it is agreed by and between Company and contractor:

1.Services. Contractor agrees to perform for Company the services listed in the Scope of Services section in Schedule A, attached hereto. Such services are hereinafter referred to as “Services.” It is understood that Contractor agrees to provide any work supplies needed. The Company shall pay for pre-approved reasonable business expenses in accordance with its Expense Policy for travel and lodging.

2.Invoicing. Company shall pay the amounts agreed to herein upon receipt of monthly invoices (within the first 15 days of each calendar month) which shall be sent by Contractor, and Company shall pay the amount of approved invoices to Contractor within 60 days after Company’s receipt of the applicable invoice.

3.Rate of Payment for Services. Company agrees to pay Contractor for Services in accordance with the schedule contained in Schedule B, attached hereto.

4.Relationship of parties. The parties intend that an independent contractor-employer relationship will be created by this Contract. Company is interested only in the results to be achieved and the conduct and control of the work will lie solely with Contractor. Contractor is not to be considered an agent or employee of Company for any purpose, and Contractor and any employees of Contractor are not entitled to any of the benefits that Company provides for Company’s employees. It is understood that Company does not agree to use Contractor exclusively. It is further understood that the Contractor agrees to not engage in any services with the Company’s competitors.

5.Confidential Information. Each party to this Contract shall not disclose to any non-party to the Contract, any confidential information. Confidential information/trade secrets may include, but are not limited to, marketing data, customer lists/contacts/information, sales notes, product pricing, prospects, financial or employee data or process technology which is not common knowledge in the test and measurement or rental industry.

Contractor hereby acknowledges that during the performance of this Contract, the Contractor may learn or receive confidential Company information and therefore Contractor hereby confirms that all such information relating to the Company’s business will be kept confidential by the Contractor.

6.Liability. The work to be performed under this Contract will be performed entirely at Contractor’s risk, and Contractor assumes all responsibility for the condition of personal tools and equipment used in the performance of this Contract. Contractor agrees to indemnify Company for any and all liability or loss arising in any way out of the performance of this Contract.

7.Disputes. Any disputes that arise between the parties with respect to the performance of this Contract shall be submitted to binding arbitration by the American Arbitration Association, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the state of California. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this Contract shall be as binding and enforceable as if this section were not a part hereof.

8.Taxes. Contractor shall be entirely responsible for any taxes or penalties imposed on the payments provided to Contractor under this Contract and also for any taxes or penalties assessed by reason of any claims that Contractor is an employee of Company and both parties specifically understand and agree that Contractor is not an employee of Company. To the maximum extent permitted, the Contract is intended to not constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A but in any event will be interpreted to comply with Section 409A. This Contract will be interpreted and construed to not violate Section 409A, although nothing herein will be construed as an entitlement to or guarantee of any particular tax treatment to Contractor. Each payment made pursuant to any provision of this Contract shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. While it is intended that all payments and benefits provided under this Contract to Contractor will be exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that the payments under this Contract are exempt from or compliant with Section 409A. The Company will have no liability to Contractor or any other person or entity if a payment or benefit under this Contract is challenged by any taxing authority or is ultimately determined not to be exempt or compliant.

9.Assignment. This Contract may not be assigned by Contractor. Except for the prohibition on assignment contained in the preceding sentence, this Contract shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

10.Duration; Entire Agreement. Either party may cancel this Contract on three days’ written notice; otherwise, the Contract shall remain in force for a term of twelve (12) months from date. This Contract embodies and constitutes the entire understanding between the parties with respect to the subject matter contemplated herein, and all prior agreements, understandings, representations and statements, oral or written, are superseded by this Contract except as otherwise provided in the Separation Agreement. Neither this Contract nor any provisions hereof may be waived, modified, amended, discharged or terminated, except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The terms of this Contract shall be deemed severable so that if any term should be found illegal or unenforceable, the remaining terms shall nevertheless continue in full force and effect.

11.Miscellaneous. The internal law, without regard to conflicts of laws principles, of the State of California will govern all questions concerning the construction, validity and interpretation of this Contract and the performance of the obligations imposed by this Contract. If a court of competent jurisdiction deems any provision of this Contract invalid, illegal or unenforceable, the parties hereto intend that such provision will, as to such jurisdiction solely, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting in any way the remaining provisions of this Contract in such jurisdiction or rendering any provision of this Contract invalid, illegal, or unenforceable in any other jurisdiction. This Contract may be executed by the parties in any number of counterparts (including via email with scan attachment or facsimile), which are defined as duplicate originals, all of which taken together will be construed as one document. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth above (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Contract, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 11.

In witness whereof, the parties have executed this Contract at Van Nuys, CA the day and year first above written.

FOR ELECTRO RENT CORPORATION:

/s/ Steve Markheim, COO

FOR CRAIG JONES:

/s/ Craig Jones

SCHEDULE A

SCOPE OF SERVICES

The work to be performed by Contractor includes all services generally performed by Contractor in Contractor’s usual line of business, including, but not limited to, the following:

a) Full consultation of transfer of knowledge to Electro Rent Corporation's Financial Department regarding prior duties as CFO of Electro Rent Corporation.

SCHEDULE B

RATE OF PAYMENT for SERVICES

Contractor shall be paid a fee of: $200 per hour for services performed under Schedule A. Contractor will not charge for any travel time. The maximum per day will not exceed $1,600.

AGREED TO ON September 1, 2015.