Exhibit 10.1







Exhibit 10.1







Veramark Technologies, Inc.


2011 Incentive Plan for Management and Key Employees



Overview



The Veramark Technologies, Inc. (the “Company”) 2011 Incentive Plan for Management and Key Employees (the “Plan”) is a
cash bonus that will be paid to the Company’s eligible employees. A “Cash Bonus Pool” will be established based upon
the Company’s “Adjusted Operating Income” for the calendar year 2011. Individual bonuses will be paid from the Cash
Bonus Pool up to the amount in the pool.



Authorization and Administration



The Plan is approved by the Compensation Committee of the Board of Directors and administered by the Company’s CEO and
CFO.



The Compensation Committee will approve the structure of the Plan and will approve the final determination of the total
bonus pool based on the Adjusted Operating Income for the year 2011, as audited by the Company’s independent auditors.



The President and CEO will determine the allocation to employees of bonus pool funds.



Bonus pool funds will be distributed within 15 days of the approval and release of the Company’s 2011 financial results
to the public.



Eligibility



Eligible employees will be identified by the President and CEO.



An individual must be a full-time employee of the Company in good standing at the time that the bonus funds are
distributed. There is no accrual provision and all consideration for bonus payments are forfeited upon termination
regardless of reason for such termination, even in the event the bonus amount was reported to the employee prior to the
last day of employment.



Individuals covered by a sales commission plan are not eligible for participation.



The list of eligible employees as of March 2, 2011 (subject to change with hires, terminations, and job changes):



Named Officers:




Ronald C. Lundy, SVP of Finance and CFO




Thomas W. McAlees, SVP of Engineering and Operations




Joshua B. Bouk, SVP of Strategic Services



Veramark Technologies, Inc.

Corporate Headquarters: 1565 Jefferson Road, Suite 120, Rochester NY 14623

Georgia Office: 3060 Royal Boulevard South, Suite 115, Alpharetta, GA 30022

Phone: 585.381.6000 • Sales: 585.383.6806 • Fax: 585.383.6800 • eMail: info@veramark.com

Websites: www.veramark.com and www.call-accounting-solutions.com





 


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Named Non-Officer Managers and Key Employees:



To be identified by the President and CEO.



Definitions



“Operating Income” means the Corporation’s net income before extraordinary items, interest, and taxes, as shown on the
Company’s audited financial statements.



“Adjusted Operating Income” shall mean Operating Income adjusted for actual expenses accrued during the year in
recording the Cash Bonus Pool liability



Cash Bonus Pool



The total Cash Bonus Pool will be determined based on the table below.



The Cash Bonus Pool shall be allocated such, that not less than 40% and no more than 60% of the total cash bonus pool,
will be distributed to the Named Officers, and the remaining balance will be distributed to the Named Non-Officer
Managers and Key Employees.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Adjusted Operating Income	 	 	 	Minumum	 	Maximum
	 	 	 Between	 	Rate	 	 Pool	 	 Pool
	
 
	 	 	—	 	 	 	249,999	 	 	 	0.00	%	 	 	—	 	 	—

	
 
	 	 	250,000	 	 	 	499,999	 	 	 	12.00	%	 	 	30,000	 	 	 	60,000	 
	
 
	 	 	500,000	 	 	 	749,999	 	 	 	12.67	%	 	 	63,000	 	 	 	95,000	 
	
 
	 	 	750,000	 	 	 	999,999	 	 	 	13.33	%	 	 	100,000	 	 	 	133,000	 
	
 
	 	 	1,000,000	 	 	 	1,249,999	 	 	 	14.00	%	 	 	140,000	 	 	 	175,000	 
	
 
	 	 	1,250,000	 	 	 	1,499,999	 	 	 	14.40	%	 	 	180,000	 	 	 	216,000	 
	
 
	 	 	1,500,000	 	 	 	1,749,999	 	 	 	15.33	%	 	 	230,000	 	 	 	268,000	 
	
 
	 	 	1,750,000	 	 	 	 	 	 	 	16.00	%	 	 	280,000	 	 	






Veramark Technologies, Inc.

Corporate Headquarters: 1565 Jefferson Road, Suite 120, Rochester NY 14623

Georgia Office: 3060 Royal Boulevard South, Suite 115, Alpharetta, GA 30022

Phone: 585.381.6000 • Sales: 585.383.6806 • Fax: 585.383.6800 • eMail: info@veramark.com

Websites: www.veramark.com and www.call-accounting-solutions.com




 


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