EX-10.1



 





Exhibit 10.1




Veramark Technologies, Inc.

3750 Monroe Avenue

Pittsford, NY 14534




	 
	March 29, 2007







Mr. David G. Mazzella

3750 Monroe Avenue

Pittsford, NY 14534



Dear Mr. Mazzella:




     You have announced your decision to retire as an employee of the Corporation on December 31,
2007 and resign your position on your retirement date and concurrent with the end of the term of
your Employment Agreement dated March 28, 2005. The Compensation Committee of the Board of
Directors (the “Committee”) of Veramark Technologies, Inc. (the “Corporation”) believes it to be in
the best interests of the Corporation and its shareholders that, from this date and until your
declared retirement date, your time and efforts be focused on a smooth transition of leadership
and, specifically, on achieving significant improvement in the financial performance of the
Corporation; and, if such improvement as hereinafter defined is realized, to provide you with the
bonus opportunity and payment as set forth in this letter.



     This bonus arrangement is subject to the following terms and conditions:




	 	1.	 	Your bonus opportunity is $165,000 (“Bonus Award”).
	 
	 	2.	 	To receive the Bonus Award, the Corporation must achieve (i) Total Net Sales of not
less than $13,500,000 and (ii) Operating Income of not less than $950,000 for the calendar
year ending December 31, 2007. If only one of these goals is achieved, your bonus will
equal one half of the Bonus Award. If neither of these goals is achieved, no bonus would be
earned. However, the Committee retains the discretion in determining whether a bonus would
be awarded in the event that the minimum goal was not met but the achievement was close to
the goal, and whether more than the specified bonus would be awarded in the event that one
or both of the goals were substantially exceeded.
	 
	 	3.	 	Total Net Sales shall be defined to mean that amount identified as “Total Net Sales” of
the Corporation as set forth in the audited financial report of the Corporation for the
calendar year ending December 31, 2007. Operating Income shall be the Operating Income of
the Corporation based on the audited financial report of the Corporation for the calendar
year ending December 31, 2007 before income taxes and before any expense for the payment to
be made under this bonus arrangement. Total Net Sales and Operating Income, for the
purpose of calculating your Bonus Award, shall be adjusted for any extraordinary items or
transactions not arising out of the ordinary course of business.




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	 	4.	 	Your bonus arrangement will be administered by the Committee. The Committee will have
full authority and discretion to interpret the provisions of this bonus arrangement, and
any decision or determination it shall make will be final.
	 
	 	5.	 	No payment shall be made under this bonus arrangement should you decide to retire from
the Corporation prior to your stated retirement date or otherwise not be an employee of the
Corporation on December 31, 2007.
	 
	 	6.	 	This bonus arrangement is in addition to any bonus payment you may earn under the
Corporation’s 2007 Management Bonus Plan
	 
	 	7.	 	Any payment earned under this bonus arrangement shall be made within thirty (30) days
of the completion of the audit for the calendar year ending December 31, 2007, less any
applicable withholdings.





     Please evidence your understanding and agreement to the terms and conditions set forth in
this letter.



	 	 	 	 	 
	 	Very truly yours,



Veramark Technologies, Inc.

 	 
	 	By:  	/s/ Charles A. Constantino
 	 
	 	 	Charles A. Constantino, 	 
	 	 	Chairman, Compensation Committee

of the Board of Directors 	 
	 


Acknowledged and agreed:




	 	 	 
	/s/ David G. Mazzella
 


	 	 
	David G. Mazzella
	 	 





March 29, 2007





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