Exhibit 10.1 Amendment No. 1 to Steven Stringer's Employment Agreement


     

    Exhibit
      10.1

     

    AMENDMENT
      NO. 1 TO EMPLOYMENT AGREEMENT

     

    This
      AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") is made
      this  6th day of March, 2006 by and between MTM
      Technologies, Inc., a New York corporation (the "Company"), and Steven
      Stringer (the "Executive"). 

     

    WHEREAS,
      the parties entered into an Employment Agreement, dated October 1, 2004 (the
      “Agreement”), whereby the Company employed the Executive as the Executive Vice
      President and Chief Operating Officer of the Company on the terms and conditions
      set forth therein;

     

    WHEREAS,
      the parties desire to amend the Agreement as set forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and representations
      contained herein, and for other good and valuable consideration the receipt
      and
      adequacy of which is hereby acknowledged, the parties hereto agree as follows:
      

     

    Sections
      2 of the Agreement shall be replaced in its entirety with the
      following:

     

    2.
      Duties
      and Status.

     

    The
      Company hereby engages the Executive as President and Chief Operating Officer
      of
      the Company on the terms and conditions set forth in this Agreement. During
      the
      Employment Period, the Executive shall report directly to the Company's Chief
      Executive Officer and exercise such authority, perform such executive duties
      and
      functions and discharge such executive responsibilities as are reasonably
      associated with the Executive's position, consistent with the responsibilities
      assigned to officers of companies comparable to the Company, commensurate with
      the authority vested in the Executive pursuant to this Agreement and consistent
      with the By-laws of the Company. The Executive will render such business and
      professional services in the performance of his duties, consistent with the
      Executive's position within the Company, as shall reasonably be assigned to
      him
      by the Company's Chief Executive Officer. During the Employment Period, the
      Executive shall devote substantially all of his business time and his full
      skill
      and efforts to the business of the Company.

     

    Sections
      3(a) and (b) of the Agreement shall be replaced in their entirety with the
      following:

     

    3.    Compensation;
      Benefits and Expenses.    


    
       

      (a)   Salary.
        Effective as of January 1, 2006 and during the remainder of the Employment
        Period, the Company shall pay to the Executive, as compensation for the
        performance of his duties and obligations under this Agreement, a base salary
        at
        the rate of $335,000 per annum, payable in arrears not less frequently than
        monthly in accordance with the normal payroll practices of the Company. The
        Executive's base salary shall be subject to review each year for possible
        increase by the Company's Board of Directors ("Board") in its sole discretion,
        but in no event shall such base salary be decreased from its then existing
        level
        during the Employment Period.

       

            (b)   Bonus.
        During
        the Employment Period, in addition to the base salary payable to the Executive
        hereunder, the Executive shall also be eligible to receive, as additional
        compensation, 

       

      
        
          
          

        

        
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        an
          annual
          bonus (the “Total Bonus”) equal to fifty percent (50%) of his base salary as set
          forth in Section 3(a) hereof. The Total Bonus will consist of two parts,
          an
“EBITDA Bonus” in an amount equal to seventy - five percent (75%) of the Total
          Bonus and a “Strategic Bonus” in an amount equal to twenty-five percent (25%) of
          the Total Bonus. Any EBITDA Bonus or Strategic Bonus earned shall be paid
          in the
          next payroll cycle following the release of earnings for the applicable
          quarter
          or year, as the case may be.

         

      

    

    (i) EBITDA
      Bonus Payment.
      Eighty
      percent (80%) of the EBITDA Bonus shall be payable in four equal quarterly
      installments based on the Company’s fiscal quarters, and payment for any
      applicable quarter shall be conditioned upon the achievement of the quarterly
      earnings before interest, taxes, depreciation and amortization (“EBITDA”) target
      for such fiscal quarter as established by Board or the Compensation Committee
      thereof under the Company’s management bonus plan for senior executives. Twenty
      percent (20%) of the EBITDA Bonus shall be payable annually based on the
      Company’s fiscal year and payment for any fiscal year shall be conditioned upon
      the achievement of the EBITDA target for such year as established by the Board
      or the Compensation Committee thereof under the Company’s management bonus plan
      for senior executives. In the event of any adjustment to the Company’s reported
      financial results for any of the first, second or third fiscal quarter of any
      fiscal year year, which adjustment reduces the actual EBITDA for that period
      such that the EBITDA Bonus for that period paid to the Executive would not
      have
      been due and payable, the Executive shall, upon written request by the Company,
      promptly repay to the Company the full amount of the EBITDA Bonus for such
      period. Notwithstanding the foregoing, in the event the Company’s management
      bonus plan for senior executives for any period does not include a similar
      repayment provision for the Company’s Chief Executive Officer, the foregoing
      sentence shall not apply during such period.

     

    (ii)
      Strategic
      Bonus Payment.
      The
      Strategic Bonus shall be payable annually based on the Company’s fiscal year and
      payment for any fiscal year shall be conditioned upon the achievement of
      strategic objectives for the Executive as determined by the Company’s Chief
      Executive Officer.

     

    Except
      as
      amended by this Amendment, the Agreement remains in full force and
      effect.

     

    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of March
      6,
      2006. 

     

    
      
        	 	
                MTM
                  TECHNOLOGIES, INC.

                 

              
	
                 

                /s/
                  Steven Stringer
                  

                

                Steven
                  Stringer

              	
                 

                /s/
                  Francis J. Alfano
                  

                

                Francis
                  J. Alfano

                Chief
                  Executive Officer 

              
	 	 


      

    

     

    
      
        
        

      

      
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