EX-10.1



 





Exhibit 10.1









July 30, 2007




Martin LoBiondo

[*]

[*]




Dear Marty:




In view of your resignation from employment with Veramark Technologies, Inc. (“Veramark”), it would
appear to be beneficial, both to you and to Veramark, to have an agreement covering the terms of
your separation from employment. In view of this, we have reached the following agreement:




	1)	 	Your resignation from employment with Veramark shall be effective July 30, 2007.
	 
	2)	 	In consideration of the releases and representations made by you in this agreement, Veramark
agrees that upon your execution of this agreement at any time prior to August 21, 2007 you
will be eligible to receive the following payments and benefits:






	 	a)	 	During the period beginning July 30, 2007, you will receive severance pay
equal to twenty-six (26) weeks of your current annualized base salary, which will be
paid to you in bi-weekly amounts, per our payroll schedule, to be reduced by lawful
withholdings and such amounts as may be required to continue your participation in the
Veramark health and dental plans consistent with your current employee payroll
deductions during the twenty-six (26) week period following your resignation from
employment (the “Severance Period”). Payment shall commence seven (7) days after the
date on which you execute this agreement.
	 
	 	b)	 	Under COBRA, you have an opportunity to continue participation in the
Veramark health and dental plans for a period of eighteen (18) months following your
severance period, in accordance with the terms of the plans from time to time in
effect. Information regarding the continuation of this coverage under COBRA after the
Severance Period will be sent to you under separate cover at the end of your severance
period.
	 
	 	c)	 	You will be paid for any unused vacation to which you may be entitled based
upon your employment through July 27, 2007.
	 
	 	[*]	 	Denotes expurgated information




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	3)	 	In consideration of your receipt of the payments and benefits described in paragraph 2
above, you agree to the following:






	 	(a)	 	You hereby release, and agree not to sue Veramark, or any of its officers, directors,
agents or employees, with respect to any claim, whether known or unknown, which you have,
or may have, related to your employment with Veramark or separation from employment,
including all claims for wages, holiday pay, vacation pay, sick pay, or any other benefit;
all claims of unlawful discrimination on account of sex, race, age, disability, veteran’s
status, national origin, religion, marital status, sexual orientation, or genetic
predisposition or carrier status; all claims based upon any federal, state or local equal
employment opportunity law, including the Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act,
the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, and the New York
State Executive Law (Human Rights Law); all claims for violation of the Employee Retirement
Income Security Act of 1974; all claims for violation of any agreement or representation,
express or implied, made prior to or simultaneously with this agreement; and all claims
based upon wrongful termination of employment and similar or related claims.
	 
	 	(b)	 	You agree that for a twelve (12) month period following your resignation you will not
engage (as an employee, proprietor, partner, agent, consultant or otherwise) by any means
in any business that is competitive with the current business of Veramark.
	 
	 	(c)	 	You agree not to solicit, induce or assist any Veramark employee to leave his or her
employment with Veramark for the twelve (12) month period following your resignation.
	 
	 	(d)	 	You agree to cooperate with and assist Veramark in transitioning your job
responsibilities and knowledge to other Veramark employees during the Severance Period.
This will include providing consultation to Veramark on sales and engineering as requested
by Veramark from time to time. In the event that you secure employment during the Severance
Period, the consultation will be at your convenience but not to be unreasonably withheld,
and on a timely basis.






	4)	 	You agree that the terms of this agreement are and shall remain strictly confidential and
shall not be disclosed to any other party, other than to your attorney or other advisor, for
the purposes of considering whether to sign this agreement. You further agree not to
criticize Veramark or otherwise speak of Veramark or its officers, directors, employees or
agents, in any unflattering way to anyone, including current or former Veramark employees, and
will respond to any inquiry relating to your employment with or separation from employment by
saying only that you were treated fairly by Veramark. You also agree to keep confidential all
of Veramark’s confidential information about its business. The Directors and Officers will
not discuss, in any public forum, or to any prospective employer the circumstances surrounding
your separation of employment from Veramark. Provided you direct any prospective employers to
contact Veramark’s Director of Human Resources Renee Peters, Veramark agrees, consistent with
its policy, to limit its response to confirmation of position held, the dates of your




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	 	 	employment, and your salary at the time of your resignation. Except as may be required by
law, Veramark further agrees that no information regarding your employment will be released
from your personnel file without your express written approval and a memo to this effect
will be placed conspicuously in your file in order to prevent unapproved disclosure. You
understand that a copy of this agreement shall be filed as an exhibit to Company’s Form
8-K, as required by the Securities and Exchange Commission.






	5)	 	You and Veramark agree that neither this letter nor the furnishing of the consideration
hereunder shall be deemed or construed at any time for any purpose as an admission by Veramark
of any liability or unlawful conduct of any kind.






	6)	 	By signing this agreement you expressly acknowledge and agree that: (a) you have read and
fully understand the terms of this agreement; (b) you understand that this agreement
constitutes a full, final and binding settlement of all matters covered by this agreement and
that this agreement constitutes a release of all claims, known and unknown, which relate to
your employment or separation from employment including, without limitation, claims under the
Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act;
(c) the payments and benefits described above are significantly more valuable than any
payments or benefits you would otherwise be entitled to receive; (d) you have been advised to
consult an attorney prior to signing this agreement; (e) you have had adequate opportunity to
request and have received all information you need to understand this agreement and have been
offered sufficient time, that is, at least twenty-one (21) days, to consider whether to sign
this agreement; and (f) you have knowingly and voluntarily entered this agreement, without any
duress, coercion or undue influence by anyone.






	7)	 	You and Veramark agree that this agreement, together with the Veramark confidential
information/non-competition agreement, which is incorporated into this agreement by this
reference, contains the complete agreement between you and Veramark and that there are no
other agreements or representations relating in any way to the subject matter of this
agreement.






	8)	 	This agreement will become effective on the seventh day after you sign it. During the seven
(7) days after you sign this agreement, you may revoke it by giving written notice to
Veramark, in which event this agreement will not go into effect.






	9)	 	So that there is no misunderstanding, if a signed copy of this letter is not received by us
by August 21, 2007, the special severance arrangement described in this letter will be deemed
to be withdrawn.





	 	 	 
	ACCEPTED AND AGREED:



	 	Veramark Technologies, Inc.
	/s/ Martin F. LoBiondo

	 	/s/ David G. Mazzella
	 

	 	 
	Martin F. LoBiondo



	 	By: David G. Mazzella
	July 31, 2007
	 	 
	 
	 	 
	Date
	 	 







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