Exhibit 10.1





Exhibit 10.1




EMPLOYMENT AGREEMENT




EMPLOYMENT AGREEMENT dated as of the 1st day of January, 2011 by and between
Veramark Technologies, Inc., a Delaware corporation with its principal office located at 1565
Jefferson Road, Suite 120, Rochester, New York (the “Company”), and Anthony C. Mazzullo, an
individual residing at 7 Chantilly Lane, Fairport, NY 14450 (“Executive”).



WHEREAS, the Company desires to employ Executive as the President and Chief Executive Officer
of the Company upon the terms and conditions hereinafter set forth, and



WHEREAS, Executive desires to serve in such capacity upon the terms and conditions hereinafter
set forth;



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



1. Employment — Duties.




(a) The Company hereby agrees to employ Executive as the President and Chief Executive Officer
of the Company, and Executive hereby accepts such employment by the Company. Executive shall report
to, and be under the direction of the Company’s Board of Directors (the “Board”) or a duly
authorized committee of the Board, and shall have such duties as may be specified by the Board.
Executive’s position and duties may be changed from time to time by the Board; provided, however,
that Executive’s position, authority, duties and responsibilities shall be no less senior and
executive in nature than those customarily performed by a chief executive officer. Executive shall
perform his duties for the Company principally at the offices of the Company, provided, however,
that Executive acknowledges and agrees that travel in furtherance of the Company’s business is
required in connection with the performance of Executive’s duties hereunder. Executive agrees to
devote his best efforts and all his business time, skills and attention exclusively to the business
and the best interests of the Company. During the term of this Employment Agreement, Executive
shall not engage in any other business activity.



During the term of this Employment Agreement, Executive shall be nominated for election as a
director at each annual meeting of the stockholders of the Company.



2. Term.




(a) Unless sooner terminated as provided in Section 5 of this Employment Agreement, the
initial term of this Employment Agreement (the “Initial Term”) shall commence on January 1,
2011 (“Commencement Date”) and end on December 31, 2012. On December 31, 2012, and on each
anniversary thereafter, the term of this Employment Agreement will be automatically extended beyond
the Initial Term for additional successive one-year periods (each, a “Renewal Term”) unless
either party notifies the other in writing not less than ninety (90) days prior to each anniversary
of the Commencement Date that this Employment Agreement will not be extended. As used in this
Agreement, “Term” or “term” shall mean the Initial Term and all Renewal Terms.


 


 









 





(b) The provisions of this Agreement shall apply so long as Executive is an employee of the
Corporation. However, Executive shall be an employee of the Corporation “at will”, and his
employment may be terminated by the Corporation or by Executive in accordance with Section 5(d),
subject to the provisions of Section 6 of this Agreement.



(c) The termination of this Employment Agreement, however arising, shall not affect any of the
provisions hereof that are expressed to operate or have effect after the termination of Executive’s
employment.



3. Compensation.




(a) Base Salary. From the Commencement Date, as compensation for Executive’s
services, the Company shall pay to Executive a salary at the rate of Two Hundred Seventy-Five
Thousand Dollars ($275,000) per annum (the “Salary”). The Salary shall be reviewed
annually and may be increased (but not decreased) from year to year, based on reviews of
Executive’s performance and as determined by the Board in its sole discretion. Any increase
authorized by the Board shall be effective as of a date determined by the Board in its sole
discretion.



The Salary shall be payable in accordance with the executive payroll schedule in effect from
time to time at the Company.



(b) Annual Performance Bonus. As additional compensation for Executive’s services
hereunder, Executive shall be eligible for an annual performance bonus (the “Performance
Bonus”). Annually, the Board or an authorized committee shall establish, in its sole
discretion, but in consultation with the Executive, the target Performance Bonus for that year and
annual revenue, new order, operating income and other performance targets (the “Targets”)
for Executive; provided, however, that the Board shall use its reasonable efforts to establish
Targets on or before the date that is thirty (30) days after it approves the Corporation’s
operating plan for the same year. The Committee, in consultation with the Executive, shall also
establish the relative weighting, if any, of the Targets and the percentage of the target
Performance Bonus that the Executive will be able to earn upon achievement of certain percentages
of the Targets, including minimum percentages below which no Performance Bonus will be earned and
percentages of performance in excess of 100% in which event an additional Performance Bonus will be
earned. The calculation of the Performance Bonus shall be determined by the Board in its
reasonable discretion within thirty (30) days of the completion of the Company’s annual audit,
which determination shall be final and binding, and paid within thirty (30) days of such
calculation.



(c) Stock Options.



(i) On the Commencement Date, Executive shall be granted options to purchase 100,000 shares
of the Company’s $.10 par value common stock (“Common Stock”), exercisable at the closing
price of such Common Stock on the first trading day after the approval of this Agreement by the
Board. Such options shall have a term of 10 years, shall be on the terms and conditions
contained in the Company’s standard stock option agreement and shall be subject to the Company’s
1998 Long Term Incentive Plan (the “Plan”). To the extent permissible under the provisions of the
Internal Revenue Code 1986, as amended (the “Code”) and under the Plan, such options shall
be Incentive Stock Options within the meaning of the Code; to the extent not so permissible, such
options shall be non-qualified stock options. Options to purchase up to 50,000 of such shares
shall vest at the end of the first year of the Initial Term, based upon the achievement by
Executive of the Targets established for 2011, in the same percentage as Executive earns the
Performance Bonus for that year; provided, however, that not more than 100% of such options shall
vest. Options to purchase up to an additional 50,000 of such shares shall vest at the end of the
second year of the Initial Term, based upon the achievement by Executive of the Targets
established for 2012, in the same percentage as Executive earns the Performance Bonus for that
year; provided, however, that not more than 100% of such options shall vest.


 


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(ii) At the beginning of each Renewal Term, Executive shall be granted options to purchase
50,000 shares of Common Stock, exercisable at the closing price of such Common Stock on the first
trading day of such Renewal Term. Such options shall have a term of 10 years, shall be on the
terms and conditions contained in the Company’s standard stock option agreement and shall be
subject to the Company’s 1998 Long Term Incentive Plan or any successor plan pursuant to which
they are granted. To the extent permissible under the Code and the Plan or such successor plan,
such options shall be Incentive Stock Options within the meaning of the Code; to the extent not so
permissible, such options shall be non-qualified stock options. Such options shares shall vest at
the end of the applicable Renewal Term, based upon the achievement by Executive of the Targets
established for that year, in the same percentage as Executive earns the Performance Bonus for
that year; provided, however, that not more than 100% of such options shall vest.



(iii) If the Company terminates Executive’s employment pursuant to the provisions of Section
5(d), then the maximum number of options that Executive can earn during that year shall vest on
the effective date of such termination.



(iv) If the Company shall experience a Change in Control, then the maximum number of options
that Executive can earn during the Term of this Agreement in effect on the earlier of (x) the date
such Change in Control is publicly announced or (y) the effective date of such Change in Control
shall vest as of the day preceding the effective date of such Change in Control.



4. Benefit Plans, Vacations, Expenses



(a) During the term of this Employment Agreement, Executive shall be eligible to participate
in all medical, disability, bonus, stock option, 401(k) or other benefit plans or arrangements
generally made available by the Company to its executive employees, and other perquisites generally
afforded from time to time to other executive employees of the Company. Without limiting the
foregoing:



(i) Executive shall be entitled to receive four (4) weeks of paid vacation in each full
calendar year of this Employment Agreement.



(ii) The Company shall reimburse Executive for reasonable expenses incurred by Executive in
connection with performing services hereunder for the Company in accordance with the Company’s
policies in effect from time to time for all executive officers of the Company; provided that such
expenses are necessary and appropriate to Executive’s employment hereunder; and further provided
that Executive submits to the Company written, itemized expense accounts and such additional
substantiation and justification as the Company may reasonably request.


 


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5. Termination.



(a) Death. Executive’s employment hereunder shall terminate upon Executive’s death.



(b) Cause.  The Company reserves the right to terminate this Employment
Agreement and Executive’s employment with the Company for Cause. As used herein, “Cause” means:



(i) Executive’s conviction for, or guilty plea or nolo contendre with respect to,
any felony or any lesser crime involving moral turpitude, theft or fraud;



(ii) Executive’s misconduct or gross negligence which has resulted or is likely to result in
material damage to the Company or its reputation and which is not cured within twenty (20) days
after written notice specifying such misconduct or gross negligence, provided that Executive shall
only be entitled to one (1) notice under this provision;



(iii) Executive’s act of theft, fraud, or dishonesty in respect to the Company;



(iv) Executive’s failure or refusal to perform any of his material duties or to carry out the
lawful instructions of the Board or the President, which is not cured within thirty (30) days after
written notice specifying the failure or refusal, provided that Executive shall only be entitled to
one (1) notice under this provision;



(v) Executive’s serious misconduct, unrelated to the Company’s business and affairs, which, in
the reasonable opinion of the Board, will bring Executive or the Company into disrepute or
seriously and prejudicially affect the interests of the Company, or



(vi) Executive’s breach of any covenant set forth in Section 7 of this
Employment Agreement.



Executive shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Executive a Notice of Termination (as hereinafter defined) specifying the
particulars thereof.



(c) Disability. The Company reserves the right to terminate this Employment Agreement
and Executive’s employment with the Company as a result of Executive’s Disability. As used herein
“Disability” means Executive’s physical or mental disability or illness which renders Executive
unable to perform the essential functions of Executive’s duties in a reasonably satisfactory manner
under this Employment Agreement for a period of six (6) consecutive months or One Hundred Eighty
(180) days within a twelve month (12) period.


 


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(d) Voluntary Termination. Executive and the Company reserve the right to terminate
this Employment Agreement and Executive’s employment with the Company by Voluntary Termination. As
used herein, “Voluntary Termination” shall mean termination by (i) Executive on Executive’s own
initiative or (ii) by the Company on the Company’s own initiative for reasons not specified under
Sections 5(a) through Section 5(c). Executive shall give the Company at least ninety (90) days
prior written notice of any Voluntary Termination. The Company shall not be required to give
Executive any prior notice of Voluntary Termination. If Executive gives a Notice of Termination
pursuant to this Section 5(d), the Company may, at its option, terminate the Employment Agreement
and Executive’s employment with the Company at any time during the 90-day notice period effective
upon written notice to Executive.



(e) Notice of Termination. Any termination of this Employment Agreement and
Executive’s employment by the Company shall be communicated by written Notice of Termination to
Executive. Any termination for Voluntary Termination by Executive shall be communicated by written
Notice of Termination to the Company. For purposes of this Employment Agreement, a “Notice of
Termination” shall mean a notice that indicates the specific termination provision in this
Employment Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s employment under the
provision so indicated.



(f) Date of Termination. ”Date of Termination” shall mean:



(i) The date of expiration of the Initial Term or any extension period, unless this

Employment Agreement is extended pursuant to Section 2(a);



(ii) If this Employment Agreement and Executive’s employment is terminated by his death, the
date of his death;



(iii) If this Employment Agreement and Executive’s employment is terminated pursuant to
Section 5(b) or 5(c), the date of the Notice of Termination; and



(iv) If the Company terminates this Employment Agreement and Executive’s employment pursuant
to Section 5(d), the date of the Notice of Termination.



(v) If Executive terminates this Employment Agreement and Executive’s employment pursuant to
Section 5(d), the last day of the 90-day notice period, unless the Company exercises its option to
terminate the Executive during the 90-day notice period, in which event the Date of Termination
shall be the date specified in the Company’s written notice of its exercise of such option.



6. Compensation Upon Termination or During Incapacity.




(a) If this Employment Agreement and Executive’s employment is terminated pursuant to Section
5(a) or by Executive pursuant to Section 5(d), or if this Employment Agreement and Executive’s
employment is terminated pursuant to Section 5(b), the Company shall pay to Executive, or to
Executive’s estate, the Salary payable to the Date of Termination and any accrued and unused
vacation for the year in which the termination occurs, pro rated to the Date of Termination;
provided that if the Company exercises its option under Section 5(d), it will pay Executive the
Salary for the remainder of the ninety-day notice period. In addition, the Company shall maintain
Executive’s medical insurance coverage through the Date of Termination.


 


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(b) During absence from work by reason of incapacity through ill health or injury, the Company
shall pay Executive the Salary for each day of absence until the Date of Termination as a result of
Executive’s Disability.



(c) If this Employment Agreement and the Executive’s employment is terminated by the Company
pursuant to Section 5(d) and other than in connection with the Company’s exercise of its option to
terminate Executive’s employment during the 90-day notice period in connection with a Voluntary
Termination by Executive, then the Company shall pay to Executive the compensation payable pursuant
to Section 6(a). In addition, in the event of such termination



(i) in cases of termination other than after the occurrence of a Change in Control, subject to
execution and delivery by Executive of a severance agreement and release in form and substance
satisfactory to the Company, the Company shall continue to pay Executive the Salary at the rate in
effect on the Date of Termination for a period equal to sixteen (16) months from the Date of
Termination and, during such period, the Company shall continue Executive’s benefits, including
medical coverage, for the period during which it continues to pay the Salary pursuant to this
Section 6(c)(i), unless, in the case of medical coverage, Executive obtains such coverage through
other employment; and



(ii) in cases of termination within one (1) year after the occurrence of a Change in Control,
unless Executive is offered a job with the successor to the Company at a location not more than
fifty (50) miles from the principal location at which he rendered services to the Company
immediately prior to such Change in Control, at an equivalent or greater salary and with a
comparable title and job responsibility (making reasonable accommodation for the size of the
successor company), subject to execution and delivery by Executive of a severance agreement and
release in form and substance satisfactory to the Company and/or such successor, as the case may
be, the Company or such successor shall continue to pay Executive the Salary at the rate in effect
on the Date of Termination for a period equal one (1) year from the Date of Termination, shall pay
Executive, as a lump sum, the target Bonus for the year then in effect and shall continue
Executive’s benefits, including medical coverage, for such one-year period, unless, in the case of
medical coverage, Executive obtains such coverage through other employment.



All Salary continuation payments to be made pursuant to this Section 6(c) shall be payable in
accordance with the executive payroll schedule in effect from time to time at the Company or its
successor, as the case may be.



(d) The provisions of this Section 6 shall be Executive’s sole and exclusive remedy in
the event of termination of this Employment Agreement and Executive’s employment hereunder.



(e) For purposes of this Agreement, a “change in control” shall be deemed to have occurred if
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or a corporation owned, directly or
indirectly by the stockholders of the Company in substantially the same proportions, becomes after
the Commencement Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or


 


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more of the combined
voting power of the Company’s then outstanding securities; or (ii) the composition of the Board
changes such that, during any period of two consecutive years (not including any period prior
January 1, 2011), individuals who at the beginning of such period constitute the Board and any new
director whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least three-fourths (3/4) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof; or (iii)
substantially all the assets of the Company are disposed of by the Company pursuant to a merger,
consolidation, partial or complete liquidation, a sale of assets (including stock of a subsidiary)
or otherwise, in a transaction or a series of transactions whereby the holders of the Company’s
common stock prior to the transaction do not continue to hold at least fifty percent (50%) of the
voting stock or similar equity of the Company or the combined or acquired entity upon the
consummation of the transaction, but not including a reincorporation or similar transaction
resulting in a change only in the form of ownership of such assets.



7. Confidentiality and Restrictions.




(a) Executive hereby recognizes that the value of the Confidential Information, as defined
below, of the Company and the Confidential Information to be disclosed to Executive by the Company
and its affiliates in the course of Executive’s employment with the Company is attributable
substantially to the fact that such Confidential Information has been and continues to be
maintained by the Company, its affiliates, and their respective licensors, suppliers, contractors,
customers, and prospects in the strictest confidentiality and secrecy and is unavailable to others
without the expenditure of substantial time, effort or money. Executive, therefore, covenants and
agrees to keep strictly secret and confidential the Confidential Information in accordance with the
following provisions of this Section 7(a). Executive covenants and agrees that, during the term of
this Employment Agreement, and at all times thereafter, Executive shall safeguard the Confidential
Information, and Executive shall not, directly or indirectly, use or disclose any such Confidential
Information except as required in the course of Executive’s employment with the Company. In
implementation of the foregoing, Executive shall not disclose any of the Confidential Information
to any employee or consultant
except to the extent that such disclosure is necessary for the effective performance of such
employee’s or consultant’s responsibilities to the Company. The obligations undertaken by
Executive pursuant to this Section 7(a) shall not apply to any Confidential Information which
hereafter shall become published or otherwise generally available to the public, except in
consequence of a willful act or omission by Executive in contravention of the obligations
hereinabove set forth in this Section 7(a), and such obligations shall, as so limited, survive
expiration or termination of this Employment Agreement. As used in this Section 7,
“Confidential Information” means all information not in the public domain relating to the
business of the Company, its affiliates, and their respective customers, prospects, licensors,
suppliers and contractors, and the designs, products and programs developed and/or commercialized
by any of the foregoing, including, without limitation, information relating to inventions, ideas,
designs, discoveries, know-how, methods, research, engineering, data, databases, operations,
techniques, software, software codes, customer lists, prospect lists and other trade secrets.



(b) On the termination of this Employment Agreement for any reason, Executive will deliver to
the Company all correspondence, documents, papers and other media containing information about the
Confidential Information together with all copies thereof in Executive’s possession or control.


 


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(c) During the term of this Employment Agreement and for a period equal to twelve (12) months
after the termination of this Employment Agreement for any reason whatsoever (or, in the case of a
termination pursuant to Section 5(d), for a period equal to sixteen (16) months after the
termination of this Employment Agreement), Executive shall not engage (and shall assure that none
of Executive’s agents, affiliates or associates engages) in competition with, or directly or
indirectly, perform services (as employee, officer, manager, consultant, independent contractor,
advisor or otherwise) for or own any equity interest (other than an aggregate of not more than one
percent (1%) of the stock issued by any publicly held corporation) in any enterprise that engages
in competition with the business being conducted by the Company or by any of its affiliates as of
the effective date of the termination of this Employment Agreement, anywhere in the world.



(d) During the term of this Agreement and for a period equal to twelve (12) months after the
termination of this Employment Agreement for any reason whatsoever (or, in the case of a
termination pursuant to Section 5(d), for a period equal to sixteen (16) months after the
termination of this Employment Agreement), Executive shall not, directly or indirectly, solicit for
employment, offer employment to, or employ for Executive’s own account or for the account of
another, any employee or consultant of the Company or any of its affiliates.



(e) During the term of this Agreement and for a period equal to twelve (12) months after the
termination of this Employment Agreement for any reason whatsoever (or, in the case of a
termination pursuant to Section 5(d), for a period equal to sixteen (16) months after the
termination of this Employment Agreement), Executive shall not, directly or indirectly, solicit,
raid, entice or otherwise induce any customer and/or supplier of the Company or any of its
affiliates to cease doing business with the Company or any of its affiliates or to do business with
a competitor with respect to products and/or services that are competitive with the products and/or
services of the Company or any of its affiliates.



(f) Executive shall not, during or after the term of this Agreement, make any statement nor do
any act which will disparage, defame or injure the goodwill or reputation of the Company.



(g) In the case of a termination pursuant to Section 5(d), for a period of one (1) month after
the effective date of his termination, Executive shall, from time to time, at the request of the
Company, consult with and advise the Company with respect to the management and continued
successful operation of its business, unless Executive’s health does not permit him to do so or he
is otherwise not reasonably able to do so.



(h) Executive agrees that the restrictions in this Section 7 are reasonable and necessary to
protect the Confidential Information. Executive expressly agrees that, in addition to any other
rights or remedies which the Company may have, the Company shall be entitled to injunctive and
other equitable relief to prevent a breach of this Section 7 by Executive, including
a temporary restraining order or temporary injunction from any court of competent jurisdiction
restraining any threatened or actual violation, and Executive consents to the entry of such an
order and injunctive relief and waives the making of a bond or undertaking as a condition for
obtaining such relief.


 


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8. Intellectual Property.




Executive acknowledges and agrees that the Company is and remains the sole owner of all the
fruits and proceeds of Executive’s services hereunder, including, but not limited to, all ideas,
designs, inventions, concepts, developments, discoveries, whether or not protectable, and other
properties which Executive may create or conceive in connection with Executive’s employment
hereunder during the term of this Employment Agreement, free and clear of any claims by Executive
(or any successor or assignee of Executive) of any kind or character whatsoever other than
Executive’s right to compensation hereunder. Executive further acknowledges and agrees that the
Company is and remains the sole owner of all ideas, inventions, concepts, developments,
discoveries, whether or not protectable, and other properties which Executive may create or
conceive within twelve (12) months of the Date of Termination and which are based, in whole or in
part, on the Confidential Information, free and clear of any claims by Executive (or any successor
or assignee of Executive) of any kind or character whatsoever other than Executive’s right to
compensation hereunder. Executive agrees that he shall, at the request of the Board, execute such
assignments, certificates or other instruments as the Board shall from time to time deem necessary
or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company’s
rights, title and interest in or to any properties referred to in this Section 8.



9. Miscellaneous.




(a) Entire Agreement. This Employment Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof, and all other prior or contemporaneous
agreements of the parties with respect to said subject matter are hereby merged into and superseded
by this Employment Agreement. This Employment Agreement may not be changed, modified or amended
other than by a further written agreement signed by both parties hereto.



(b) No 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 Employment Agreement or
to exercise any of such party’s rights hereunder 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) Governing Law. This Employment 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.



(d) Notice.  Any notice, request, demand, statement, authorization, approval
or consent made hereunder shall be addressed to the appropriate party at the address written above
in writing, and shall be hand-delivered or sent by Federal Express, or other reputable courier
service, or by postage prepaid certified mail, return receipt requested, or by facsimile or
electronic mail (copy by postage prepaid certified mail), and shall be deemed given when delivered
if hand delivered or sent by Federal Express or other reputable courier service, or when sent if
sent by certified mail, facsimile or electronic mail.


 


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Either party may change its address for the receipt of such notices by giving written notice
to the other party in the manner herein provided.



(e) Assignment. This Employment Agreement shall inure to the benefit of, and bind,
the parties hereto and their respective successors and assigns, provided, however,
Executive shall not assign or transfer any of his rights under this Employment Agreement nor
delegate any of his duties hereunder without the prior written consent of the Board.



(f) Severability. If, in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited or unenforceable, such provision
shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition
or unenforceability without invalidating the remaining provisions hereof and without affecting the
validity or enforceability of such provision in any other jurisdiction or its application to other
parties or circumstances. In addition, if any one or more of the provisions contained in this
Employment Agreement shall for any reason in any jurisdiction be held to be excessively broad as to
time, duration, geographical scope, activity or subject, it shall be construed, by limiting and
reducing it, so as to be enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.



(g) Key Employee Insurance. Company, in its sole discretion shall have the right at
its expense to purchase insurance on the life of Executive, in such amounts as it shall from time
to time determine, of which the Company shall be the beneficiary. Executive shall submit to such
physical examinations as may reasonably be required and shall otherwise cooperate with the Company
in obtaining such insurance.



(h) Headings and Counterparts. Headings are inserted for reference purposes only and
shall not affect the interpretation or meaning of this Employment 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 Employment Agreement, the Company by
its duly authorized officer, as of the date set forth above.



	 	 	 	 	 
	 	Veramark Technologies, Inc.

 	 
	 	By:  	/s/ Seth A. Collins
 	 
	 	 	Name:  	Seth A. Collins 	 
	 	 	Title:  	Chairman, Compensation Committee,

Board of Directors 	 
	 	 	 
	 	     /s/ Anthony C. Mazzullo
 	 
	 	Anthony C. Mazzullo        	 




 


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