EX-10.1






CHANGE OF CONTROL AGREEMENT




CHANGE OF CONTROL AGREEMENT (the “Agreement”) dated as of June 20, 2012 by and between
Veramark Technologies, Inc. a Delaware corporation with its principal office located at 1565
Jefferson Road, Suite 120, Rochester, NY 14623 (the “Company”), and Ronald C. Lundy, an
individual residing at Goldenbell Ct., Fairport, NY 14450 (“Executive”).



WHEREAS, the Executive is and has for a number of years been employed by the Company as its
Vice President of Finance and Chief Financial Officer; and



WHEREAS, the Company wishes to give Executive certain assurances that he will continue to be
compensated by it or its successor in the event of a Change of Control (as defined herein)
transaction;



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
of the service and continued service of Executive to the Company, the parties, intending to be
bound, agree as follows:



1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:



a. "Change of Control” shall mean:



i. the approval by the stockholders of the Company, and the completion of the transaction
resulting from such approval, of (i) the sale or other disposition of all or substantially all the
assets of the Company or (ii) a complete liquidation or dissolution of the Company;



ii. the approval by the stockholders of the Company, and the completion of the transaction
resulting from such approval, of a merger, consolidation, reorganization or similar corporate
transaction, whether or not the Company is the surviving corporation in such transaction, in which
the outstanding shares of common stock of the Company are converted into (i) shares of stock of
another company, other than a conversion into shares of voting common stock of the successor
corporation (or a holding company thereof) representing fifty percent (50%) or more of the voting
power of all capital stock thereof outstanding immediately after the merger or consolidation or
(ii) other securities (of either the Company of another company) or cash or other property;



iii. pursuant to an affirmative vote of a holder or holders of seventy five percent (75%) of
the capital stock of the Company entitled to vote on such a matter, the removal of a majority of
the individuals who are at that time members of the Board of Directors; or



iv. the acquisition by any entity or individual of one hundred percent (100%) of the capital
stock of the Company.



Notwithstanding the foregoing, it is understood by the parties to this Agreement that a
“Change of Control” shall not include any transaction the purpose of which is to reorganize the
Company’s corporate structure, reincorporate the Company in another jurisdiction or undertake any
other action which does not materially affect the ownership and control of the Company at the time
of such transaction.



b. “Termination for Cause” shall mean that Executive’s employment by the Company is
terminated by the Company as the result of the Executive’s:



i. willfully engaging in conduct which is materially injurious to the Company;



ii. willful fraud or material dishonesty in connection with the performance of his obligations
to the Company;



iii. deliberate or intentional failure to substantially perform his duties to the Company that
results in material harm to the Company;



iv. conviction for, or plea of nolo contendere to a charge of, commission of a felony; or



v. continuous and habitual failure to substantially perform his duties to the Company.



c. “Termination for Good Reason” shall mean that Executive has terminated his
employment with the Company if such termination is made in the following cases:



i. a material diminution in the Executive’s duties, responsibilities or title as set forth in
the preambles hereof;



ii. a material adverse change in the compensation and benefits provided to Executive as of the
date of this Agreement; or



iii. the relocation of Executive’s principal place of business at the request of the Company
beyond 50 miles from its current location.



2. Vesting of options upon a Change of Control. Notwithstanding anything to the
contrary in any stock option contract between the Company and the Executive or in any stock option
plan or similar plan of the Company, upon the occurrence of a Change of Control, all options held
by the Executive which shall not yet have vested will vest and become immediately exercisable.
After such a Change of Control, the Executive’s options shall remain exercisable for the period
remaining under the relevant stock option contract and shall not have a shortened period of
exercisability as a result of the Change of Control.



3. Severance upon a Change of Control. If the Executive’s employment is terminated
within one year of a Change of Control for any reason other than by the Company for “cause” or by
the Executive’s resignation without “good reason”, the Executive shall be entitled to receive his
base salary as in effect o the effective date of such termination for a period of one (1) year from
the effective date of such termination and shall receive all such benefits as the Executive was
receiving immediately prior to the effective date of such termination for the same one (1) year
period.



4. Miscellaneous.



a. Entire Agreement. The Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof. This Agreement may not be changed, modified or amended
other than by a further written agreement signed by both parties hereto.



b. Waiver. The failure or omission of either party to insist, in any instance, upon
strict performance by the other party of any term or provision of this Agreement or to exercise any
of such party’s rights hereunder shall or thereunder shall not be deemed to be a modification of
any term hereof or a waiver or relinquishment of the future performance of any such term or
provision by such party, nor shall such failure or omission constitute a waiver of the right of
such party to insist upon future performance by the other party of any such term or provision.



c. Employment. Nothing contained herein shall be deemed to be an employment
agreement between the Executive and the Company, nor shall it be deemed to entitle Executive to be
or remain employed Company or to receive any compensation or benefits from the Company, except to
the extent expressly provided herein.



d. Governing Law. This Agreement shall be governed by, and shall be construed and
interpreted in accordance with, the laws of the State of New York, without giving effect to any
choice of law doctrine.



e. Assignment. This Agreement shall inure to the benefit of, and bind, the parties
hereto and their respective successors and assigns.



f. Headings and Counterparts. Headings are inserted for reference purposes only and
shall not affect the interpretation or meaning of this Agreement. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of which, together,
will constitute one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Company by its duly
authorized officer, as of the date set forth above.



	 	 	 
	VERAMARK TECHNOLOGIES, INC.

By: /s/ Anthony C. Mazzullo

	 	EXECUTIVE

/s/ Ronald C. Lundy
	 

	 	 
	Name: Anthony C. Mazzullo

	 	Ronald C. Lundy






Title: President and Chief Executive Officer