Exhibit 10.36




 




EXECUTIVE

EMPLOYMENT AGREEMENT




 




                This EMPLOYMENT

AGREEMENT (“Agreement”) is executed as of the 28th day of March 2002, by and

between JAVED LATIF, an individual (“Employee”), EN POINTE TECHNOLOGIES SALES,

INC., a Delaware corporation (the “Company”), with reference to the following

facts:




 




                A.            Employee is an individual possessing

unique management and executive talents of value to the Company.




 




                B.            The Company desires to engage

Employee as the Senior Vice President of Operations of the Company, and

Employee desires to accept such employment, all on the terms and conditions set

forth in this Agreement.




 




AGREEMENT




 




                In consideration

of the foregoing recitals and of the covenants and agreements herein, the

parties agree as follows:




 




 




	

  1.


  	

   


  	

  Term.  The

  Company hereby engages Employee to perform his duties and render the services

  set forth in Section 2 for a period commencing on August 1, 2002 (the

  “Effective Date”) and ending on July 31, 2003, (the “Employment Period”) and

  Employee hereby accepts said employment and agrees to perform such services

  during the Employment Period.  Unless

  this Agreement is terminated pursuant to Section 7 or unless either party

  gives the other written notice to the contrary prior to expiration date, this

  Agreement, together with any changes which have occurred during the

  employment period then expiring, shall automatically renew at the end of the

  Employment Period on a month-to-month basis.


  
	

   


  	

   


  	

   


  
	

  2.


  	

   


  	

  Duties.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.


  	

  Senior Vice President-Operations: 

  Performing executive work of importance to the Company, with the

  primary focus being the profitable management and profitable growth of the

  Company.  During the Employment

  Period, Employee shall devote his full business time and attention to

  performing his duties as Vice President of Operations of the Company.  He shall:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.1.


  	

  Profitably support delivery of the company’s

  products and services to customers by managing the overall direction,

  coordination, and evaluation of the following functions at the Corporate

  level:  Human Resources; Payroll;

  Sales Operations & Central Sales Support; Purchasing; Return Product; the

  Ontario Configuration Center; and Internal Audits.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.2.


  	

  Assisting in formulating and administering

  organizational policies for the above functions by performing the following

  duties personally or through subordinate managers:


  
	

   


  	

   


  	

   


  	

   


  	

   


  





 




 




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  2.1.3.


  	

  Participating in

  formulating and administering company policies and developing long range

  goals and objectives.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.4.


  	

  Directing and

  coordinating the activities of the above functions for which responsibility

  is delegated to further attainment of goals and objectives, such as:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.1.


  	

  Human

  Resources:  Ensuring that the Company complies with

  its own policies and practices with regards to employment, as well as

  applicable federal and state employment law; includes proactively minimizing

  legal exposure on employment-related issues.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.2.


  	

  Payroll: 

  Overseeing the accurate calculation of all wages, salaries and

  commissions paid by the Company, and processing of same in accordance with

  the Company’s established payroll processing calendar.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.3.


  	

  Central

  Sales Support:  Coordinating and directing a

  headquarters-based national team of sales support staff to ensure Account

  Executives are provided with the internal sales and administrative support

  needed to meet or exceed their assigned objectives.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.4.


  	

  Purchasing: 

  Price negotiation with established, third party and/or new vendors to

  achieve cost containment/reduction; timely and accurate placement of orders

  with vendors; revision of orders; following up on orders to ensure

  satisfactory delivery.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.5.


  	

  Return

  Product:  Ensuring compliance with Company policy on

  return product; establishing or modifying operational systems to improve

  management of return product and achieve reduction of same to established

  target levels.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.6.


  	

  Ontario

  Configuration Center (OCC):  Ensure

  maximum efficiency of all OCC operations to realize timely delivery of

  product to customers and effective management of return product.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.7.


  	

  Automation: 

  For assigned functions, evaluate and install cost-effective automation

  to maximize efficiencies and/or reduce operation costs, including maintenance

  of Ontario facility’s ISO certification.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  2.1.4.8.


  	

  Internal

  Audits:  Looking into—and across—business functions

  to ensure that business processes and operations are being complied with and

  are optimized for maximum efficiency.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.5.


  	

  Conferring with

  appropriate Corporate Office and field personnel to review achievements and

  discuss required changes in goals or objectives resulting from current status

  and conditions.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.6.


  	

  Carry out supervisory

  responsibilities in accordance with Company policies, and applicable laws,

  such as interview, hire and train services managers and staff; plan, assign

  and direct the work of services managers and staff, appraise their

  performance, reward and discipline them, and address their complaints.


  
	

   


  	

   


  	

   


  	

   


  
						





 




 




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  2.1.7.


  	

  Maintain and submit all

  required documentation in a timely manner.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.8.


  	

  The above description

  of duties in non-exhaustive.  Employee

  shall work out of the Company’s headquarters and shall report to a manager

  designated by the Company’s Chief Executive Officer (“CEO”).


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.1.9.


  	

  Employee recognizes

  that the Board of Directors of the Company may be required under its

  fiduciary duty to the Company and to its stockholders to eliminate the

  position of Vice President of Operations of this Company or to appoint a

  different person as such officer of this Company.  The parties agree however, that any such elimination or

  replacement of Employee by the Company, other than pursuant to Section 4 or

  Section 7.1. or 7.2.1 or 7.3.1 hereof, shall constitute a termination of

  Employee’s employment hereunder by the Company without cause.


  
	

   


  	

   


  	

   


  	

   


  
	

  3.


  	

   


  	

  Company Policies.  Employee

  will be subject to and agrees to adhere to all of Company’s policies which

  are generally applicable to En Pointe’s employees, including but not limited

  to, all policies relating to standards of conduct, conflicts of interest and

  compliance with the Company’s rules and obligations.  To the extent there is a conflict between

  the terms of a general Company policy and a term of this Agreement, the

  specific term of the Agreement shall govern.


  
	

   


  	

   


  	

   


  
	

  4.


  	

   


  	

  Change of Control. 

  Notwithstanding the terms of Section 2 above, if the Company or a

  significant portion thereof is sold or merged or undergoes a change of

  control transaction (as defined in the form of Parent’s Stock Option

  Agreement, a copy of which shall be made available upon Employee’s written

  request), this Agreement shall survive consummation of such transaction and

  shall continue in effect for the remainder of the Employment Period, but

  Employee shall serve as an officer of the entity which succeeds to the

  business or a substantial portion of the business of the Company, and in such

  case shall bear a suitable title and perform the duties and functions of such

  office of such publicly traded or privately held successor, consistent with

  those customarily performed by an officer of such a unit, division or entity

  comparable to the then business of the Company, unit, division or

  entity.  Employee may be required to

  accept greater or lesser responsibility by any successor, and agrees to fully

  cooperate and assist in any resulting transition for up to the remainder of

  the Employment Period; and any adjustments required of Employee to complete

  the transition to any successor, unit, division or entity, shall not violate

  this Agreement so long as “good reason” does not arise under Sections

  8.2(iii).


  
	

   


  	

   


  	

   


  
	

  5.


  	

   


  	

  Conflict of Interest.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  5.1.


  	

  Employee agrees that during the course of his

  employment, he will not, directly or indirectly, compete with En Pointe

  Technologies in any way, nor will Employee act as an officer, director,

  employee, consultant, shareholder, lender or agent of any entity which is engaged

  in any business in which En Pointe Technologies is now engaged or in which En

  Pointe Technologies becomes engaged during the term of your employment.  Any apparent conflict of interest must be

  disclosed to the En Pointe Technologies Vice


  
	

   


  	

   


  	

   


  	

   


  
						





 




 




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  President—Human Resources for evaluation either at

  time of employment or at the time that a conflict becomes known or suspected.


  
	

   


  	

   


  	

   


  
	

   


  	

  5.2.


  	

  Employee further agrees that during the term of

  employment and for a period of eighteen (18) months thereafter, employee with

  not, directly or indirectly, compete unfairly or illegally with the Company

  in any way, or usurp any Company opportunity in any way.  Employee also agrees that during the term

  of employment and for a period of eighteen (18) months thereafter, Employee

  will not, directly or indirectly, whether on his own behalf or on behalf of

  another, offer employment or a consulting agreement to any Company employee,

  nor will Employee directly or indirectly, whether on his own behalf or on

  behalf of another, actually employ or grant a consulting assignment to a

  Company employee.  Employee also

  agrees that during the term of employment and for a period of eighteen (18)

  months thereafter, Employee will not, directly or indirectly, whether on his

  own behalf or on behalf of another contact or solicit any of Company’s

  clients to do business with any other entity other than the Company.


  
	

   


  	

   


  	

   


  
	

  6.


  	

   


  	

  Compensation.  As

  compensation for her services to be performed hereunder, the Company shall

  provide Employee with the following compensation and benefits:


  
	

   


  	

   


  	

   


  
	

   


  	

  6.1.


  	

  Base Salary.  Employee’s

  base salary shall be $150,000.00 per year, paid semi-monthly and in

  accordance with such Company payroll practices as are in effect from time to

  time, and subject to such withholding as is required by law.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  6.1.1.


  	

  As used in this Agreement, “pre-tax net income”

  shall mean positive pre-tax income of the Company (after including the

  accrued cost of any bonuses paid to the Company executives under this Section

  6).


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  6.2.


  	

  Bonus.  Employee

  shall be eligible for quarterly bonus at the sole discretion of the Company’s

  CEO and Board of Directors.  Any

  quarterly bonus considered under this Agreement shall be further subject to

  the condition that the Company’s cumulative pre-tax net income (as defined in

  Section 6.1.1 above) is positive at time of bonus consideration.  The CEO may elect to waive the

  aforementioned profitability requirement for bonus in any given quarter;

  however, any such waiver shall be in writing and further subject to section

  10.4 of this Agreement.  If any bonus

  is declared or paid, it shall be subject to such withholding as is required

  by law.


  
	

   


  	

   


  	

   


  
	

   


  	

  6.3.


  	

  Benefits.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  6.3.1.


  	

  Vacation. 

  Employee shall be entitled to vacation time as he has accrued each pay

  period since his date of hire, less any vacation taken, at the rate of 6.67

  hours accrued per pay period (24 pay periods per year), subject to a 160 hour

  per year maximum accrual per year.  In

  the event Employee does not use such vacation, he shall receive, upon

  termination of the Employment Period, vacation pay for all unused vacation

  calculated as having accrued at the applicable base salary at time of

  termination.  However, Employee shall

  endeavor to take vacation time in the year in which it is allocated to him.


  
	

   


  	

   


  	

   


  	

   


  
								





 




 




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  6.3.2.


  	

  Business Expenses. 

  The Company shall reimburse Employee for all reasonable business

  expenses incurred by Employee in the course of performing services for the

  Company and in compliance with procedures established from time to time by

  the Company


  
	

   


  	

   


  	

   


  
	

   


  	

  6.3.3.


  	

  Other Benefits. 

  Company shall provide Employee with other such employment benefits -

  such as 401(k) participation, medical insurance and disability insurance - on

  the terms and to the extent generally provided by the Company to its

  employees.


  
	

   


  	

   


  	

   


  
	

   


  	

  6.3.4.


  	

  Stock Options. 

  Although no stock options are offered or granted under this Agreement,

  it does not alter or negate any Stock Option provisions made in prior

  agreements between this Employee and the Company.


  
	

   


  	

   


  	

   


  
	

   


  	

  6.3.5.


  	

  Other Persons. 

  The parties understand that other officers and employees may be

  afforded payments and benefits and employment agreements which differ from

  those of Employee in this Agreement; but Employee’s compensation and benefits

  shall be governed solely by the terms of this Agreement, which shall

  supersede all prior understandings or agreements between the parties

  concerning terms and benefits of employment with the Company.  Other officers or employees shall not

  become entitled to any benefits under this Agreement.


  
	

   


  	

   


  	

   


  
	

  7.


  	

   


  	

  Termination.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.1.


  	

  Termination by Reason of Death or Disability. 

  The Employment Period shall terminate upon the death or permanent

  disability (as defined below) of Employee.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.2.


  	

  Termination by Company.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.2.1.


  	

  The Company may

  terminate the Employment Period for “cause” by written notice to Employee.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.2.2.


  	

  The Company may

  terminate the Employment Period for any other reason, with or without cause,

  by written notice to Employee.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.3.


  	

  Termination by Employee.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.3.1.


  	

  Employee may terminate

  the Employment Period for “good reason” at any time by written notice to the

  Company.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.3.2.


  	

  Employee may terminate

  the Employment Period for any other reason by written notice to the Company.


  
	

   


  	

   


  	

   


  
	

   


  	

  7.4.


  	

  Severance Pay.  In the

  event the Employment Period is terminated by the Company without cause or is

  terminated by Employee with good reason or if the Employment Period is

  terminated because of death or disability of Employee pursuant to Section

  7.1, upon the effectiveness of any such termination, the Company shall be


  
	

   


  	

   


  	

   


  





 




 




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  obligated to pay to Employee (or his executors,

  administrators or assigns, as the case may be) all unpaid salary, benefits

  and bonuses (if any) accrued through the date of effectiveness of such

  termination and, in addition, a cash severance payment equal to six (6)

  months’ total base salary, at the rates set forth herein, and such other

  benefits as may be required by law. 

  Severance pay shall be in exchange for executing a Settlement and

  General Release of all claims.


  
	

   


  	

   


  	

   


  
	

  8.


  	

   


  	

  Certain Definitions.  For

  purposes of this Agreement:


  
	

   


  	

   


  	

   


  
	

   


  	

  8.1.


  	

  The term “cause” shall mean those acts identified in

  Section 2924 of the California Labor Code, as that section exists on the date

  of this Agreement, to wit, any willful breach of duty by the Employee in the

  course of his employment, or in case of his habitual neglect of his duty or

  continued incapacity to perform it.


  
	

   


  	

   


  	

   


  
	

   


  	

  8.2.


  	

  The term “good reason” shall mean the occurrence of

  one or more of the following events without the Employee’s express written

  consent; (i) removal of Employee from the position and responsibilities as set

  forth under Section 2 above; (ii) a material reduction by the Company in the

  kind or level of employee benefits to which Employee is entitled immediately

  prior to such reduction with the result that Employee’s overall benefit

  package is significantly reduced; or, (iii) any material breach by the

  Company of any material provision of this Agreement which continues uncured

  for thirty (30) days following written notice thereof.


  
	

   


  	

   


  	

   


  
	

   


  	

  8.3.


  	

  The term “permanent disability” shall mean

  Employee’s incapacity due to physical or mental illness, which results in

  Employee being absent from the performance of his duties with the Company on

  a full-time basis for a period of six (6) consecutive months.  The existence or cessation of a physical

  or mental illness which renders Employee absent from the performance of his

  duties on a full-time basis shall, if disputed by the Company or Employee, be

  conclusively determined by written opinions rendered by two qualified

  physicians, one selected by Employee and one selected by the Company.  During the period of absence, but not

  beyond the expiration of the Employment Period, Employee shall be deemed to

  be on an unpaid disability leave of absence. 

  During the period of such disability leave of absence, the Board of

  Directors may designate an interim officer with the same title and

  responsibilities of Employee on such terms as it deems proper.


  
	

   


  	

   


  	

   


  
	

  9.


  	

   


  	

  Employee Benefit Plans. 

  Any employee benefit plans in which Employee may participate pursuant

  to the terms of this Agreement shall be governed solely by the terms of the

  underlying plan documents and by applicable law, and nothing in this

  Agreement shall impair the Company’s right to amend, modify, replace, and

  terminate any and all such plans in its sole discretion as provided by law.  This Agreement is for the sole benefit of

  Employee and the Company, and is not intended to create an employee benefit

  plan or to modify the terms of any of the Company’s existing plans.


  
	

   


  	

   


  	

   


  





 




 




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  10.


  	

   


  	

  Miscellaneous.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.1


  	

                  Arbitration/Governing

  Law.  To the fullest extent

  permitted by law, any dispute, claim or controversy of any kind (including

  but not limited to tort, contract and statute) arising under, in connection

  with, or relating to this Agreement or Employee’s employment, shall be

  resolved exclusively by binding arbitration in Los Angeles County, California

  in accordance with the commercial rules of the American Arbitration

  Association then in effect.  The

  Company and Employee agree to waive any objection to personal jurisdiction or

  venue in any forum located in Los Angeles County, California.  No claim, lawsuit or action of any kind

  may be filed by either party to this Agreement except to compel arbitration

  or to enforce an arbitration award; arbitration is the exclusive dispute

  resolution mechanism between the parties hereto.  Judgment may be entered on the arbitrator’s award in any court

  having Jurisdiction.  The validity,

  interpretation, effect and enforcement of this Agreement shall be governed by

  the laws of the State of California.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.2.


  	

                  Assignment.  This Agreement shall inure to the benefit

  of and shall be binding upon the successors and the assigns of the Company,

  and all such successors and assigns shall specifically assume this agreement.  Since this Agreement is based upon the

  unique abilities of, and the Company’s personal confidence in Employee,

  Employee shall have no right to assign this Agreement or any of his rights

  hereunder without the prior written consent of the Company.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.3.


  	

                  Severability.  If any provision of this Agreement shall

  be found invalid, such findings shall not affect the validity of the other

  provisions hereof and the invalid provisions shall be deemed to have been

  severed herefrom.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.4.


  	

                  Waiver

  of Breach.  The waiver by any

  party of the breach of any provision of this Agreement by the other party or

  the failure of any party to exercise any right granted to it hereunder shall

  not operate or be construed as the waiver of any subsequent breach by such

  other party nor the waiver of the right to exercise any such right.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.5.


  	

                  Entire

  Agreement.  This Agreement,

  together with the plans referred to in Section 5, contains the entire

  agreement of the parties, and supersede any and all agreements, wither oral

  or written, between the parties hereto with respect to any employment by En

  Pointe Technologies in any manner whatsoever.  Each party to this Agreement acknowledges that no

  representations, inducements, promises or agreements, orally or otherwise,

  have been made by any party, or anyone acting on behalf of any party which

  are not embodied herein, and that no other agreement, statement or promise

  not contained in this Agreement shall be valid or binding.  This Agreement may not be changed orally

  but only by an agreement in writing signed by the parties.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.6.


  	

                  Notices.  Any notice required or permitted to be

  given hereunder shall be in writing and may be personally served or sent by

  United States mail, and shall be deemed to have been given when personally

  served or two days after having been deposited in


  
	

   


  	

   


  	

   


  





 




 




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  the United State mail, registered or certified mail,

  return receipt requested, with first-class postage prepaid and properly

  addressed as follows.  For the

  purposes hereof, the addresses of the parties hereto (until notice of a

  change thereof is given as provided in this Section 10.6) shall be as

  follows:


  
	

   


  	

   


  	

   


  
	

   


  	

  If to Employee:


  	

  Javed Latif


  2406 Hill Lane


  Redondo Beach, CA 90278-5114


  
	

   


  	

   


  	

   


  
	

   


  	

  If to the Company:


  	

  En Pointe Technologies, Inc.


  100 N. Sepulveda Blvd., 19th Floor


  El Segundo, CA 90245


  Attention: VP-HR


  
	

   


  	

   


  	

   


  
	

   


  	

  10.7.


  	

                  Headings.  The paragraph and subparagraph headings

  herein are for convenience only and shall not affect the construction hereof.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.8.


  	

                  Further

  Assurances.  Each of the parties

  hereto shall, from time to time, and without charge to the other parties,

  take such additional actions and execute, deliver and file such additional

  instruments as may be reasonably required to give effect to the transactions

  contemplated hereby.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.9.


  	

                  Counterparts.  This Agreement may be executed

  simultaneously in any number of counterparts, each of which shall be deemed

  an original but all of which together shall constitute one and the same

  instrument.


  
	

   


  	

   


  	

   


  
	

   


  	

  10.10.


  	

                  Separate

  Counsel.  The Company has been

  represented by counsel in the negotiation and execution of this Agreement and

  has relied on such counsel with respect to any matter relating hereto.  The Employee has been invited to have his

  own counsel review and negotiate this Agreement and Employee has either

  obtained his own counsel or has elected not to obtain counsel.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  IN WITNESS WHEREOF, the parties hereto have hereunto

  set their hands as of the day and year first above written.


  
					





 




	

   


  	

  "Employee"


  	

  For "Company"


  EN POINTE TECHNOLOGIES SALES, INC.


  
	

  Name (Print):


  	

  Javed Latif


  	

  Robert D. Chilman


  
	

  Signature:


  	

  /s/ Javed Latif


  	

  /s/

  Robert D. Chilman


  
	

  Title:


  	

  Vice President-Operations


  	

  Vice President-Human

  Resources


  





 




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