Item Ids


    

      EXHIBIT
        10.1

      


      This
        EMPLOYMENT AGREEMENT (this “Agreement”) is made this 10th day of August, 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 (as
        amended, the “Original Agreement”).

      


      WHEREAS,
        the parties hereto wish to enter into a new employment agreement to employ
        the
        Executive as the President and Chief Operating Officer of the Company and
        to set
        forth the terms and conditions of such employment. 

      


      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:
        

      


      1.    Employment
        Period.
           
        

      


      The
        Company hereby employs the Executive, and the Executive agrees to serve the
        Company, under the terms of this Agreement for a term (the “Initial Term”)
        commencing as of the date of this Agreement (the “Commencement Date”) and ending
        on December 31, 2009 (the “Initial Term Date”). Notwithstanding the foregoing,
        the Executive’s employment hereunder may be earlier terminated, subject to
        Section 4 hereof. On the Initial Term Date and each anniversary date
        thereof following the Initial Term Date, the term of this Agreement shall
        automatically be extended for an additional period of twelve (12) months
        provided,
        however,
        that
        either party hereto may elect not to extend this Agreement by giving written
        notice to the other party at least twelve (12) months prior to the Initial
        Term
        Date or any subsequent anniversary date thereof. The Initial Term and any
        renewal periods thereafter, until the termination of the Executive’s employment
        hereunder, shall be referred to herein as the “Employment Period.” 

      


      2.    Duties
        and Status.
           
        

      


      The
        Company hereby engages the Executive as the 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.


      


      3.    Compensation;
        Benefits and Expenses.
           
        

      


      (a)   Salary. Subject
        to this Section 3(a), during 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 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, an annual bonus equal to seventy-five percent (75%) of his
        base
        salary as set forth in Section 3(a) hereof (the “Annual Bonus”). Such bonus
        shall be payable (x) sixty-seven percent (67%) in cash (the “Cash Portion”) and
        (y) thirty-three percent (33%) in common stock issued under the Company’s equity
        incentive plans (the “Stock Portion”). The parties agree that the Stock Portion
        shall be satisfied through the delivery of 25,000 shares of common stock.
        Notwithstanding the foregoing, the number of shares issued as part of the
        Stock
        Portion will, if necessary, be adjusted downward to limit the Total Value
        (as
        defined below) of the bonus paid in any year to the amount of Executive’s base
        salary as set forth in Section 3(a) hereof. As used herein “Total Value” shall
        mean the value of the Cash Portion plus the value of the Stock Portion, where
        the value of the Stock Portion is determined using the closing price of the
        Company’s common stock on the original date is issuance of such shares. Such
        bonus will be subject to achievement of performance targets agreed to by
        the
        Board, or the Compensation Committee thereof, and the Executive, and shall
        be
        consistent with the targets set for the management bonus plan of the Company
        in
        effect from time to time for senior executives, if any. All shares of common
        stock issued as part of the Stock Portion will be subject to a one year lock-up
        agreement.

      


      (c)   Stock
        Options.
        The
        Executive shall be entitled to receive awards under any stock option or equity
        based incentive compensation plan or arrangement adopted by the Company during
        the Employment Period for which senior executives are eligible. The level
        of the
        Executive’s participation in any such plan or arrangement shall be determined in
        the sole discretion of the Board and the Compensation Committee. Concurrently
        with the execution of this Agreement, the Company shall grant to the Executive
        an option to purchase 107,000 shares of common stock on the terms set forth
        on
Exhibit
        C
        attached
        hereto and 20,000 restricted stock units on the terms set forth on Exhibit
        D
        attached
        hereto. The exercise price for such options shall be the greater of the closing
        price of the Company’s common stock on (x) August 10, 2006, or (y) the second
        full trading day following the release of the Company’s earnings for the fiscal
        quarter ended June 30, 2006.

      


      (d)  
Vacation
        and Sick Leave.
        The
        Executive shall be entitled to four (4) weeks paid vacation time per
        calendar year and such paid sick leave as is in accordance with the normal
        Company policies and practices in effect from time to time for senior
        executives; provided,
        however
        ,
        that no
        more than two weeks of such vacation time may be used consecutively, and
        provided,
        further,
        that
        any accrued but unused vacation time and paid sick leave remaining at the
        end of
        each calendar year shall be forfeited. 

      


      (e)   Other
        Benefits.
        During
        the Employment Period, the Executive shall be entitled to participate in
        all of
        the employee benefit plans, programs and arrangements of the Company in effect
        during the Employment Period which are generally available to the most senior
        executives of the Company (including, without limitation, 401(k) and group
        medical insurance plans), subject to and on a basis consistent with the terms,
        conditions and overall administration of such plans, programs and arrangements.
        

      


      (f)   Expenses.
        In
        addition to any amounts payable to the Executive pursuant to this
        Section 3, the Company shall reimburse the Executive upon production of
        accounts and vouchers

       

      
        
           

        

        
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      or
        other
        reasonable evidence of payment by the Executive, all in accordance with the
        Company’s regular procedures in effect from time to time, all reasonable and
        ordinary expenses as shall have been incurred by him in the performance of
        his
        duties hereunder. 

      


      4.    Termination
        of Employment.
           
        

      


      (a)   Termination
        for Cause.
        The
        Company may terminate the Executive’s employment hereunder for cause. For
        purposes of this Agreement and subject to the Executive’s opportunity to cure as
        provided in Section 4(c) hereof, the Company shall have “cause” to
        terminate the Executive’s employment hereunder if such termination shall be the
        result of: 

      


      (i)    the
        Executive’s failure to comply in any material manner with the reasonable
        policies and rules of the Company or the directives of the Board; or


      


      (ii)   the
        Executive’s
        performance of any material act of fraud or dishonesty in connection with
        the
        performance of his duties hereunder; or 

      


      (iii)  
the
        Executive’s gross
        negligence or willful misconduct in the performance of his duties hereunder;
        or


      


      (iv)   the
        Executive’s
        conviction for, or plea of nolo
        contendere to,
        a
        felony or misdemeanor resulting in a jail sentence or any crime involving
        moral
        turpitude; or 

      


      (v)  
any
        material breach by
        the Executive of the obligations set forth below in Section 7. 

      


      (b)   Termination
        for Good Reason.
        The
        Executive shall have the right at any time to terminate his employment with
        the
        Company for any reason. For purposes of this Agreement and subject to the
        Company’s opportunity to cure as provided in Section 4(c) hereof, the
        Executive shall have “good reason” to terminate his employment hereunder if such
        termination shall be the result of: 

      


      (i)    a
        reduction
        by the Company of the Executive’s base salary; or 

      


      (ii)   a
        material
        diminution during the Employment Period in the Executive’s duties or
        responsibilities, as set forth in Section 2 hereof; or 

      


      (iii)  
the
        relocation, without
        the Executive’s prior written consent, of the Executive’s principal work
        location beyond 50 miles from its current location. 

      


      (c)   Notice
        and Opportunity to Cure.
        Notwithstanding
        the provisions of Sections 4(a) and 4(b) hereof, it shall be a condition
        precedent to the Company’s right to terminate the Executive’s employment for
“cause” and the Executive’s right to terminate his employment for “good reason”
that (1) the party seeking the termination shall first have given the other
        party written notice stating with reasonable specificity the reason for the
        termination (“breach”) and (2) if such breach is susceptible of cure or
        remedy, a period of thirty days from and after the giving of such notice
        shall
        have elapsed without the breaching party having effectively cured or remedied
        such breach during such 30-day period, unless such breach cannot be cured
        or
        remedied within thirty days, in which case the period for remedy or cure
        shall
        be extended for a reasonable time (not to exceed an additional thirty days)
        provided the breaching party has made and continues to make a diligent effort
        to
        effect such remedy or cure. Notwithstanding anything to the

       

      
        
           

        

        
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      contrary
        contained herein, the right to cure set forth in this Section 4(c) shall
        not apply if there are habitual or repeated breaches by either party.


      


      (d)   Termination
        Upon Death or Permanent and Total Disability.
        The Employment Period shall be terminated by the death of the Executive.
        The
        Employment Period may be terminated by the Board if the Executive shall be
        rendered incapable of performing his duties to the Company by reason of any
        medically determined physical or mental impairment for a period of either
        (i) six (6) or more consecutive months from the first date of the
        Executive’s absence due to the disability or (ii) nine (9) months
        during any eighteen (18) month period (a “Permanent and Total Disability”).
        If the Employment Period is terminated by reason of Permanent and Total
        Disability of the Executive, the Company shall give 30 days’ advance
        written notice to that effect to the Executive. Until the effective date
        of the
        termination as a result of a Permanent and Total Disability, the Company
        shall
        continue to pay to the Executive the compensation set forth in Section 3
        hereof; provided,
        however, that
        to
        the extent that the Executive receives payments pursuant to any disability
        insurance policy for which the Company pays the premium, the Company may
        deduct
        the amounts received by the Executive pursuant to that policy from the
        compensation payable to him. 

      


      5.    Consequences
        of Termination.
           
        

      


      (a)   Without
        Cause or for Good Reason.
           In
        the event of a termination of the Executive’s employment during the Employment
        Period by the Company other than for “cause” (as provided for in
        Section 4(a) hereof) or by the Executive for “good reason” (as provided for
        in Section 4(b) hereof) or as a result of death or Permanent and Total
        Disability (as provided for in Section 4(d) hereof), the Company shall
        provide to the Executive (or his legal representative) (i) the rights,
        payments and benefits payable at such times as set forth herein, and (ii) a
        release and waiver of claims in favor of the Executive, substantially in
        the
        form attached hereto as Exhibit A,
        as
        consideration for the execution and non-revocation by the Executive of a
        release
        agreement in favor
        of
        the Company and its shareholders and their respective directors, officers
        and
        employees, substantially in the form attached hereto as Exhibit B:
        

      


      (i)    Salary.
           A
        continuance of his salary at one hundred percent (100%) of his then current
        base
        salary, as a severance payment, for a period equal to the greater of
        (i) one (1) year from the date of termination of the Executive’s
        employment or (ii) the period ending on the last day of the Initial Term
        (the “Severance Period”). Any payments pursuant to this
        Section 5(a)(i) shall be in lieu of any other severance benefits to
        which the Executive is entitled pursuant to any other severance plans, programs,
        arrangements, or policies of the Company. 

      


      (ii)   Options
        and Equity
        Incentives.
           The
        impact of the Executive’s termination of employment on the stock options or
        other equity incentives held by the Executive (including, without limitation,
        the maximum period that any such option or other equity incentive shall remain
        exercisable) shall be governed by the applicable equity incentive plan and
        agreement. Notwithstanding the foregoing, any stock options or other equity
        incentives granted to the Executive on or after the Commencement Date shall
        provide that, upon termination of the Executive’s employment by the Company
        other than for “cause” (as provided for in Section 4(a) hereof) or by the
        Executive for “good reason” (as provided for in Section 4(b) hereof), any
        unvested shares subject to such options or other equity incentives shall
        become
        fully vested and immediately exercisable in connection with such termination.
        

       

      
        
           

        

        
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      (iii)    Other
        Benefits.
           During
        the Severance Period, the Executive will be entitled to a continuance of
        coverage under all health, life, disability and similar employee benefit
        plans
        and programs of the Company on the same basis as the Executive was entitled
        to
        participate immediately prior to the commencement of the Severance Period,
        provided that the Executive’s continued participation is possible under the
        general terms and provisions of such plans and programs. In the event that
        the
        Executive’s participation in any such plan or program is barred for any reason,
        the Company shall arrange to provide the Executive with benefits substantially
        similar to those which the Executive would otherwise have been entitled to
        receive under such plans and programs from which his continued participation
        is
        barred; provided,
        however,
        that
        the aggregate cost of providing benefits to the Executive pursuant to this
        Section 5(a)(iii) shall not be materially increased as a result of
        providing such alternative coverage. In the event that the Executive is covered
        under substitute benefit plans of another employer prior to the expiration
        of
        the Severance Period, the Company will no longer be obligated to continue
        the
        respective coverages provided for in this Section 5(a)(iii). 

      


      (b)   Other
        Termination of Employment.
           In
        the event that the Executive’s employment with the Company is terminated during
        the Employment Period by the Company for “cause” (as provided for in
        Section 4(a) hereof), or by the Executive other than for “good reason” (as
        provided for in Section 4(b) hereof), the Company shall pay the Executive
        (or his legal representative) any earned but unpaid salary amounts and any
        unreimbursed expenses through the Executive’s final date of employment with the
        Company, and the Company shall have no further obligations to the Executive,
        except under the plans, programs and arrangements described in Section 3(e)
        hereof in accordance with the terms of such plans. 

      


      (c)  Withholding
        of Taxes.
           All
        payments required to be made by the Company to the Executive under this
        Agreement shall be subject to the withholding of such amounts, if any, relating
        to tax, excise tax and other payroll deductions as the Company may reasonably
        determine it should withhold pursuant to any applicable law or regulation.
        

      


      (d)   No
        Other Obligations.
           The
        benefits payable to the Executive under this Agreement are not in lieu of
        any
        benefits payable under any employee benefit plan, program or arrangement
        of the
        Company, except as provided specifically herein, and upon termination, the
        Executive will receive
        such benefits or payments, if any, as he may be entitled to receive pursuant
        to
        the terms of such plans, programs and arrangements. Except for the obligations
        of the Company provided by this Agreement (including, without limitation,
        pursuant to the preceding sentence hereof), the Company shall have no further
        obligations to the Executive upon his termination of employment. 

      


      (e)   Reduction
        for “Parachute Payments”.
           Notwithstanding
        anything in this Agreement to the contrary, any amounts payable hereunder
        to the
        Executive in connection with a change in control, as well as any other
“parachute payments,” as such term is defined under Section 280G of the
        Internal Revenue Code of 1986, as amended (the “Code”), payable under any other
        plans, agreements or policies of the Company, shall be reduced to the extent
        necessary to assure that the Executive does not become subject to the excess
        parachute payment excise tax under Section 4999 of the Code and the Company
        does not lose all or part of its compensation deduction for such payments.
        

      


      6.    Indemnity.    
        

      


      The
        Company shall, during his employment with the Company and thereafter,
        indemnify

       

      
        
           

        

        
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      the
        Executive to the fullest extent permitted by law and by its Certificate of
        Incorporation and By-laws and shall assure that the Executive is covered
        by the
        Company’s directors’ and officers’ insurance policies and any other insurance
        policies that protect employees, as in effect from time to time. 

      


      7.    Restrictive
        Covenants.
           
        

      


      (a)   Proprietary
        Information.
           
        

      


      (i)    The
        Executive
        agrees that all information and know-how, whether or not in writing, of a
        private, secret or confidential nature concerning the business or financial
        affairs of the Company or any of the Company’s Affiliates is and shall be the
        exclusive property of the Company or the Company’s Affiliates. Such information
        and know-how shall include, but not be limited to, inventions, products,
        processes, methods, techniques, formulas, compositions, compounds, projects,
        developments, plans, research data, clinical data, financial data, personnel
        data, computer programs, and customer and supplier lists (collectively,
“Proprietary Information.”). Except in connection with, and on a basis
        consistent with, the performance of his duties hereunder, the Executive shall
        not disclose any Proprietary Information to others outside the Company or
        the
        Company’s Affiliates or use the same for any unauthorized purposes without
        written approval by the Board, either during or after the Employment Period.
        

      


      (ii)   The
        Executive
        agrees that all files, letters, memoranda, reports, records, data, sketches,
        drawings, laboratory notebooks, program listings, customer lists, customer
        solicitations or other written, photographic, or other tangible material
        containing Proprietary Information, whether created by the Executive or others,
        which shall come into his custody or possession, shall be and are the exclusive
        property of the Company or the Company’s Affiliates to be used by the Executive
        only in the performance of his duties for the Company. The Executive agrees
        to
        deliver to the Company upon the expiration of the Employment Period such
        material containing Proprietary Information. 

      


      (iii)  
The
        Executive agrees
        that his obligation not to disclose or use information, know-how and records
        of
        the types set forth in paragraphs (i) and (ii) above, also extends to
        such types of information, know-how, records and tangible property of customers
        of the Company or the Company’s Affiliates or suppliers to the Company or the
        Company’s Affiliates or other third parties who may have disclosed or entrusted
        the same to the Company or the Company’s Affiliates or to the Executive in the
        course of the Company’s business. 

      


      (iv)   Notwithstanding
        the
        foregoing, such Proprietary Information shall not include information which
        (A) is or becomes generally available or known to the public, other than as
        a result of any disclosure by the Executive in violation hereof; or (B) is
        or becomes available to the Executive on a non-confidential basis from any
        source other than the Company, other than any such source that the Executive
        knows is prohibited by a legal, contractual, or fiduciary obligation to the
        Company from disclosing such information. 

      


      (v)    Other
        than in
        connection with any requirements pursuant to applicable “whistleblower”
statutes, in the event that the Executive is requested pursuant to, or becomes
        compelled by, any applicable law, regulation, or legal process to disclose
        any
        Proprietary Information, the Executive shall provide the Company with prompt
        written

       

      
        
           

        

        
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      notice
        thereof so that the Company may seek a protective order or other appropriate
        remedy or, in the Company’s sole and absolute discretion, waive compliance with
        the terms hereof. In the event that no such protective order or other remedy
        is
        obtained, or the Company waives compliance with the terms hereof, the Executive
        shall furnish only that portion of such Proprietary Information which the
        Executive is advised by counsel is legally required. The Executive will
        cooperate with the Company, at the Company’s sole cost and expense, in its
        efforts to obtain reliable assurance that confidential treatment will be
        accorded such Proprietary Information. 

      


      (b)   Developments.    
        

      


      (i)    The
        Executive
        shall make full and prompt disclosure to the Company of all inventions,
        improvements, discoveries, methods, developments, software, and works of
        authorship, whether patentable or not, which are created, made, conceived
        or
        reduced to practice by the Executive or under his direction or jointly with
        others during the Employment Period, whether or not during normal working
        hours
        or on the premises of the Company or the Company’s Affiliates (collectively,
“Developments”). 

      


      (ii)   The
        Executive
        agrees to assign and does hereby assign to the Company (or any entity designated
        by the Company) all his right, title and interest in and to all Developments
        and
        all related patents, patent applications, copyrights and copyright applications.
        The Executive also hereby waives all claims to moral rights in any Developments.
        

      


      (iii)  
Notwithstanding
        anything
        to the contrary contained herein, the provisions of Sections 7(b)(i) and
        7(b)(ii) hereof shall not apply to Developments which consist of products
        (and not of services) which do not relate to the present or planned business
        or
        research and development of the Company or the Company’s Affiliates and which
        are made and conceived by the Executive not during normal working hours,
        not on
        the premises of the Company or the Company’s Affiliates and not using the tools,
        devices, equipment or personnel of the Company or the Company’s Affiliates or
        Proprietary Information. 

      


      (iv)  
The
        Executive agrees to
        cooperate fully with the Company or the Company’s Affiliates, both during and
        after the Employment Period, with respect to the procurement, maintenance
        and
        enforcement of copyrights and patents (both in the United States and foreign
        countries) relating to Developments. The Executive shall sign all papers,
        including, without limitation, copyright applications, patent applications,
        declarations, oaths, formal assignments, assignment of priority rights, and
        powers of attorney, which the Company or the Company’s Affiliates may deem
        reasonably necessary or desirable in order to protect their rights and interests
        in any Development. 

      


      (c)   Other
        Agreements.
           The
        Executive represents that his performance of all the terms of this Agreement
        and
        as an employee of the Company does not and will not breach any agreement,
        other
        than agreements with the Company’s Affiliates, (i) to keep in confidence
        proprietary information, knowledge or data acquired by him in confidence
        or in
        trust prior to his employment with
        the
        Company, (ii) to refrain from competing, directly or indirectly, with the
        business of his previous employer or any other party, and (iii) to refrain
        from soliciting the employment of any employees of his previous employer
        or any
        other party. 

       

      
        
           

        

        
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      (d)   Non-Competition
        and Non-Solicitation.
           During
        the Executive’s employment hereunder and for a period of: (i) two
        (2) years thereafter upon the Executive’s termination of employment by
        giving notice of non-renewal as set forth in Section 1 hereto,
        (ii) one (1) year thereafter upon the Company’s termination of the
        Executive’s employment by giving notice of non-renewal as set forth in
        Section 1 hereto, or (iii) two (2) years thereafter upon
        termination of employment by either the Executive or the Company for any
        reason
        other than those set forth in (i) and (ii), without the prior written
        consent of the Company, the Executive shall not engage (whether as an employee,
        consultant, director or independent contractor) in any Business Activities
        on
        behalf of any person, firm or corporation, and the Executive shall not acquire
        any financial interest (except for equity interests in publicly-held companies
        that will not be significant and that, in any event, will not exceed five
        percent (5%) of equity of that company) in any entity which engages in Business
        Activities within 200 miles of any of the Company’s offices in operation on the
        Commencement Date and within 100 miles of any office of the Company established
        after the Commencement Date. During the period that the above noncompetition
        restriction applies, the Executive shall not, without the written consent
        of the
        Company: (i) solicit any employee of the Company or any of the Company’s
        Affiliates to terminate his employment, or (ii) solicit any customers,
        partners, resellers, vendors or suppliers of the Company on behalf of any
        individual or entity other than the Company or its Affiliates. As used herein,
        the term “Business Activities” shall mean conduct of business as a computer and
        communications technology management and/or consulting business providing
        information technology networking and data center services, including secure
        access, voice over internet protocol (“VOIP”), storage, security, messaging
        solutions, network and mainframe connectivity consulting, remote network
        monitoring and management, network and system diagnostics, product maintenance
        and support, training, and product procurement solutions

      


      (e)   Enforcement.
           The
        Company shall be entitled to seek a restraining order or injunction in any
        court
        of competent jurisdiction to prevent any continuation of any violation of
        the
        provisions of this Section 7. 

      


      (f)   Affiliates.    For
        purposes hereof, the Company’s Affiliates shall mean any individual or entity
        that directly or indirectly, through one or more intermediaries, controls,
        is
        controlled by or is under common control with the Company. For purposes of
        this
        definition, “control” means the power to direct the management and policies of
        another, whether through the ownership of voting securities, by contract
        or
        otherwise. 

      


      8.    Notice.    
        

      


      All
        notices, requests and other communications pursuant to this Agreement shall
        be
        in writing and shall be deemed to have been duly given, if delivered in person
        against written receipt therefor, or by overnight courier, or sent by express,
        registered or certified mail, postage prepaid, addressed as follows:


       

      If
        to the
        Executive:   Steven
        Stringer

      20
        Crooked Mile Rd.

      Westport,
        CT 06880 

       

      If
        to the
        Company:  MTM
        Technologies, Inc.

      1200
        High
        Ridge Road

      Stamford,
        CT 06905

      Attn:
        General Counsel

       

      
        
           

        

        
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      Either
        party may, by written notice to the other, change the address to which notices
        to such party are to be delivered or mailed. 

      


      9.    Dispute
        Resolution; Mediation and Arbitration.
           
        

      


      Except
        as
        specifically provided herein, any dispute or controversy arising under or
        in
        connection with this Agreement shall be, upon the demand of either party,
        subject to a non-binding mediation proceeding before a mediator on the panel
        of
        the CPR Institute for Dispute Resolution, such mediator to
        be
        agreed upon by the parties. If a mediator is not agreed upon or if mediation
        is
        not successful, the matter shall be settled exclusively by arbitration,
        conducted before a single arbitrator mutually selected by the parties, in
        the
        State of New York, in accordance with the rules of the American Arbitration
        Association then in effect. If the parties are unable to agree on a single
        arbitrator, each party shall select an arbitrator and the two arbitrators
        selected by the parties shall select a third arbitrator. If three arbitrators
        are selected, they shall act by majority vote. Judgment may be entered on
        the
        arbitrator’s award in any court having jurisdiction. Each party shall bear their
        own costs and expenses of any such mediation or arbitration proceeding and
        shall
        split evenly any common costs; provided, however, that if the dispute concerns
        the issue of termination for “cause” or resignation for “good reason,” the
        non-prevailing party shall pay for all of the prevailing party’s costs and
        expenses, including legal fees relating to such mediation or arbitration
        proceeding. 

      


      10.   Waiver
        of Breach.
           
        

      


      Any
        waiver of any breach of this Agreement shall not be construed to be a continuing
        waiver or consent to any subsequent breach on the part either of the Executive
        or of the Company. 

      


      11.   Non-Assignment;
        Successors.
           
        

      


      Neither
        party hereto may assign his or its rights or delegate his or its duties under
        this Agreement without the prior written consent of the other party;
provided
        ,
        however
        ,
        that
        (i) this Agreement shall inure to the benefit of and be binding upon the
        successors and assigns of the Company upon any sale of all or substantially
        all
        of the Company’s assets, or upon any merger, consolidation or reorganization of
        the Company with or into any other corporation, all as though such successors
        and assigns of the Company and their respective successors and assigns were
        the
        Company; and (ii) this Agreement shall inure to the benefit of and be
        binding upon the heirs, assigns or designees of the Executive to the extent
        of
        any payments due to them hereunder. As used in this Agreement, the term
“Company” shall be deemed to refer to any such successor or assign of the
        Company referred to in the preceding sentence. 

      


      12.   Severability.
           
        

      


      To
        the
        extent any provision of this Agreement or portion thereof shall be invalid
        or
        unenforceable, it shall be considered deleted therefrom and the remainder
        of
        such provision and of this Agreement shall be unaffected and shall continue
        in
        full force and effect. 

      


      13.  
Counterparts.
           
        

      


      This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together will constitute one and
        the
        same instrument. 

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      14.   Governing
        Law.
           
        

      


      This
        Agreement shall be construed, interpreted and enforced in accordance with
        the
        laws of the State of New York, without giving effect to the choice of law
        principles thereof. 

      


      15.   Entire
        Agreement.
           
        

      


      This
        Agreement constitutes the entire agreement by the Company and the Executive
        with
        respect to the subject matter hereof and except as specifically provided
        herein,
        supersedes and terminates any and all prior agreements or understandings
        between
        the Executive and the Company, with respect to the subject matter hereof,
        including the Original Agreement, whether written or oral; provided that
        the
        foregoing shall not apply to any stock option agreements and restricted stock
        unit agreements between the Company and the Executive which agreements shall
        continue in full force and effect. This Agreement may be amended or modified
        only by a written instrument executed by the Executive and the Company.


       

       

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          10

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of August
        10, 2006. 

       

      
        
          	 	
                  /s/
                    Steven Stringer

                
	 	
                  Steven
                    Stringer

                   

                
	 	
                  MTM
                    TECHNOLOGIES, INC.

                   

                
	 	
                  By:
                    

                	/s/
                  Francis J. Alfano
	 	
                  Print
                    Name: Francis J. Alfano

                
	 	
                  Print
                    Title: Chief Executive
                    Officer

                


        

      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      


      Exhibit A

      


      RELEASE
        OF CLAIMS AND COVENANT NOT TO SUE

      


      


      This
        RELEASE OF CLAIMS AND COVENANT NOT TO SUE is executed and delivered by MTM
        Technologies, Inc., a New York corporation (the “Company”), to Steven
        Stringer (the “Executive”). 

      


      Pursuant
        to the provisions of Section 5(a) of the employment agreement between the
        Company and the Executive dated August __, 2006 (the “Employment Agreement”) the
        Company hereby agrees as follows: 

      


      The
        Company and its affiliates release and forever discharge the Executive from,
        and
        covenant not to sue or proceed against the Executive on the basis of, any
        and
        all past or present causes of action, suits, agreements or other claims which
        the Company or its affiliates have against the Executive upon or by reason
        of
        any matter, cause or thing whatsoever, including, but not limited to, any
        matters arising out of his employment by the Company and the cessation of
        said
        employment. This release shall not, however, constitute a waiver of any of
        the
        Company’s rights under the Employment Agreement. The Company hereby covenants
        that it has not transferred or assigned to any person or entity any of the
        claims that are subject to this release and covenant. 

      


      This
        RELEASE OF CLAIMS AND COVENANT NOT TO SUE is executed by the Company and
        delivered to the Executive on ___________, 20___


       

      
        	
              	
                MTM
                  TECHNOLOGIES, INC.

                 

              
	 	
                By:
                  

              	 
	 	Print
                Name: 	 
	 	Print
                Title: 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Exhibit B

      


      RELEASE
        AGREEMENT

      


      This
        RELEASE AGREEMENT (the “Agreement”) is made as of _________________  ,
        20___ by and between MTM Technologies, Inc., a New York corporation (the “
Company”), and Steven Stringer (the “Executive”). 

      


      Recitals:

      


      A.   The
        Company and the
        Executive are parties to an Employment Agreement dated August __, 2006 (the
        “Employment Agreement”). Capitalized terms that are not otherwise defined herein
        shall have the meanings ascribed to such terms in the Employment
        Agreement.

       

      B.    Effective
        as
        of ____________,
        20__
        (the “Separation Date”), the Executive’s employment with the Company was or will
        be terminated. 

      


      C.    The
        Company
        is not obligated to pay the Executive any additional compensation or benefits
        other than that which has been earned as of the Executive’s Separation Date and
        other than that which is set forth in the Employment Agreement. This Agreement
        is the Release Agreement referenced in the Employment Agreement and the payment
        of the severance benefits set forth in the Employment Agreement is conditioned
        upon the execution and delivery by the Executive of this Agreement.


      


      Agreement:

      


      NOW,
        THEREFORE, in return for good and valuable consideration and in consideration
        of
        the premises and the mutual promises made hereafter, the Executive and the
        Company agree as follows: 

      


      1.    Employment
        Agreement.    Subject
        to the terms and conditions of the Employment Agreement; (a) the Company
        agrees to pay the Executive the severance payments and to otherwise comply
        with
        the provisions of the Employment Agreement, as the case may be, and (b) the
        Executive agrees to comply with the restrictive covenants in Section 7 of
        the Employment Agreement and to otherwise comply with the provisions of the
        Employment Agreement. 

      


      2.    Acknowledgment.
           The
        Executive and the Company acknowledge that the amounts to be paid pursuant
        to
        the Employment Agreement are in excess of any earned wages or benefits due
        and
        owing the Executive through his Separation Date. 

      


      3.    Release.    In
        exchange for the good and valuable consideration set forth in Section 1 of
        this Agreement, the Executive, on behalf of himself, his heirs, executors
        and
        assigns, releases, waives and discharges any and all manner of action, causes
        of
        action, claims, rights, charges, suits, damages, debts, demands, obligations,
        attorneys’ fees, or any and all other liabilities or claims of whatsoever
        nature, whether in law or in equity, known or unknown, including, but not
        limited to, any claim and/or claim of damages or other relief for tort, breach
        of contract, personal injury, negligence, age discrimination under The Age
        Discrimination In Employment Act of 1967, any alleged violation of the Civil
        Rights Acts of 1964 and 1991, the 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Equal
        Pay
        Act of 1963, the Rehabilitation Act of 1973, the Older Workers Benefit
        Protection Act of 1990, the Americans with Disabilities Act of 1990, the
        Family
        and Medical Leave Act of 1993, any employment discrimination prohibited by
        other
        federal, state or local laws, including, but not limited to, sex, race, national
        origin, marital status, age, handicap, height, weight, or religious
        discrimination, and any other claims for unlawful employment practices which
        the
        Executive has claimed or may claim or could claim in any local, state or
        federal
        forum, against the Company, its shareholders and their respective directors,
        officers, employees, successors and assigns, affiliates and all others, as
        a
        result of the Executive’s employment at, and separation of employment from, the
        Company; provided
        that ,
        the
        Executive and the Company retain the right to enforce this Agreement and
        the
        provisions of Section 5(a) of the Employment Agreement. The Executive
        hereby covenants that he has
        not
        transferred or assigned to any person or entity any of the claims that are
        subject to this release and covenant. 

      


      4.    Irrevocable
        Bar.
           The
        parties intend that this Agreement will irrevocably bar any action or claim
        whatsoever by the Executive against the Company for any resultant injuries
        or
        damages, whether known or unknown, sustained or to be sustained, as a result
        of
        any of the Company’s acts, omissions and conduct having occurred up to the
        present date, including, but not limited to, the Executive’s employment with the
        Company and the termination of that employment, other than those concerning
        this
        Agreement and the provisions of Section 5(a) of the Employment Agreement.


      


      5.    Rights
        or Claims Arising After the Date Hereof.
           The
        Executive and the Company understand that the Executive is not waiving rights
        or
        claims that may arise as a result of any act, omission or conduct of the
        Company
        occurring after the date this Agreement is executed. 

      


      6.    Review
        of Agreement.
           The
        Executive understands and agrees that he has read this Agreement carefully
        and
        understands all of its terms. 

      


      7.    Advice
        to Consult Attorney.
           The
        Executive understands and agrees that he is advised to consult with an attorney
        prior to executing this Agreement. 

      


      8.    Period
        within which to Consider Agreement.
           The
        Executive understands and agrees that he has been given 21 days (or more)
        within which to consider this Agreement. 

      


      9.    Revocation.
           The
        Executive understands and agrees that he may revoke this Agreement for a
        period
        of seven (7) calendar days following the execution of this Agreement.
        Neither this Agreement nor the Company’s obligations under Section 5(a) of
        the Employment Agreement shall be effective until this revocation period
        has
        expired (at which time such obligations shall be effective, retroactive to
        the
        time contemplated in the Employment Agreement). Without limiting the generality
        of the foregoing, the provisions of Section 7 of the Employment Agreement
        (relative to restrictive covenants) shall not be terminated or otherwise
        affected by any revocation of this Agreement. The Executive understands that
        any
        revocation, to be effective, must be in writing and received, within seven
        (7) days of execution of this Agreement, by the Company at its principal
        executive offices. 

      


      10.  
Voluntary
        Action; No Reliance.
           In
        agreeing to sign this Agreement, the Executive is doing so completely
        voluntarily and agrees that he has not relied on any oral statements or
        explanations made by the Company or its representatives. 

      


      11.   Nondisclosure.
           Both
        parties agree not to disclose the terms of this Agreement 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      to
        any
        third party, except as is required by law, or as is necessary for purposes
        of
        securing counsel from either parties’ attorneys or accountants. 

      


      12.   No
        Disparaging Statements.
           The
        Executive and the Company agree not to make any disparaging statements about
        the
        other. 

      


      13.   Full
        Accord and Satisfaction.
           This
        Agreement is in full accord and satisfaction and compromise of the claims
        of the
        Executive and the Company and is not to be construed as an admission of
        liability on the part of the Company. 

      


      14.   Miscellaneous.
           The
        headings in this Agreement are inserted for convenience of reference only
        and
        shall not be a part of or control or affect the meaning of any provision
        hereof.
        This Agreement maybe executed in counterparts, each of which shall be deemed
        an
        original but all of which together shall constitute one and the same instrument,
        and shall bind and shall inure to the benefit of the parties hereto, and
        their
        respective successors and assigns. Copies (photostatic, facsimile or otherwise)
        of this Agreement and signatures hereto shall be deemed to be originals and
        may
        be relied on to the same extent as the manually-signed originals. This Agreement
        shall be governed by, and construed in accordance with, the laws of the State
        of
        New York. 

      


      15.   Entire
        Agreement, Modification.
           This
        Agreement contains the entire agreement between the Executive and the Company
        with respect to the subject matter hereof. Any modification of this Agreement
        must be made in writing and signed by the Executive and an officer specifically
        authorized to do so by the Board of Directors of the Company. 

      


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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
        first written above. 

      


      Witness:

       

      
        	 	 	
                 

              
	 	 	
                Steven
                  Stringer

                 

              
	 	 	
                MTM
                  TECHNOLOGIES, INC.

                 

              
	 	 	
                By:
                  

              	 
	 	 	Print
                Name: 	 
	 	 	Print
                Title: 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Exhibit
        C

      


      MTM
        TECHNOLOGIES, INC.

      2004
        EQUITY INCENTIVE PLAN

      


      STOCK
        OPTION AWARD AGREEMENT

      


      MTM
        Technologies, Inc., a New York corporation formerly known as
        Micros-to-Mainframes, Inc. (the “Company”), pursuant to the
        Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the “Plan”), has granted
        to Steven Stringer (the “Optionee”) a stock option (the “Option”) to purchase a
        total of 107,000 shares (the “Shares”) of the common stock, par value $.01 per
        share (the “Common Stock”), of the Company, at the exercise price of $[●] per
        Share (the “Exercise Price”), on the terms and conditions set forth herein and,
        in all respects, subject to the terms and conditions of the Plan. The date
        of
        grant of the Option is August 10, 2006 (the “Date of Grant”). The Option is
        intended to be an incentive stock option (“ISO”) within the meaning of Section
        422 of the Internal Revenue Code of 1986, as amended (the “Code”); provided,
        however, to the extent that the aggregate fair market value of the Common
        Stock
        with respect to which ISO’s are exercisable for the first time by Optionee
        during any calendar year under all plans of the Company and its Parent and
        all
        subsidiaries exceed $100,000, only that portion of the Option in excess of
        such
        $100,000 limitation shall be treated as an option that does not qualify as
        an
        ISO under the Code. Unless otherwise defined herein, capitalized terms defined
        in the Plan shall have the same defined meanings herein.

      


      1.
        Duration.

      


      Subject
        to the earlier termination as provided herein or under the Plan, the Option
        shall expire at the close of business on August 10, 2016 (the “Termination
        Date”).

      


      2.
        Written Notice of Exercise.

      


      The
        Option may be exercised only by delivery to the General Counsel or Secretary
        of
        the Company, the Company’s principal executive offices, of a written notice of
        exercise substantially in the form described in section 8 hereof.

      


      3.
        Anti-Dilution Provisions.

      


         
        (a) If there is any stock dividend, stock split, or combination of shares
        of
        Common Stock, the number and amount of Shares then subject to the Option
        shall
        be proportionately and appropriately adjusted as determined by the Committee,
        whose determination shall be final, conclusive and binding upon Optionee
        and the
        Company.

      


       
          (b) If there is any other change in the Common Stock, including a
        recapitalization, reorganization, sale or exchange of assets, exchange of
        shares, offering of subscription rights, or a merger or consolidation, whether
        or not the Company is the surviving corporation, an adjustment, if any, shall
        be
        made in the Shares then subject to the Option as the Board or Committee may
        deem
        equitable, and whose determination shall be final, conclusive and binding
        upon
        Optionee and the Company. Failure of the Board or the Committee to provide
        for
        an adjustment pursuant to this subparagraph prior to the effective date of
        any
        Company action referred to herein shall be conclusive evidence that no
        adjustment is required in consequence of such action.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (c) 
        If the Company is merged into or consolidated with any other corporation
        and the
        Company is not the surviving corporation, or if it sells all or substantially
        all of its assets to any other corporation, then either (i) the Company shall
        cause provisions to be made for the continuance of the Option after such
        event,
        or for the substitution for the Option of an option covering the number and
        class of securities which the Optionee would have been entitled to receive
        in
        such merger or consolidation by virtue of such sale if the Optionee has been
        the
        holder of record of a number of shares of Common Stock equal to the number
        of
        Shares covered by the unexercised portion of the Option, or (ii) the Company
        shall give to Optionee written notice of its election not to cause such
        provision to be made and the Option shall become exercisable in full (or,
        a the
        election of the Optionee, in part) at any time during a period of forty-five
        (45) days, to be designated by the Company, ending not more than ten (10)
        days
        prior to the effective date of the merger, consolidation or sale, in which
        case
        the Option shall not be exercisable to any extent after the expiration of
        such
        forty-five (45) day period. In no event, however, shall the Option be
        exercisable after the Termination Date.

      


      4.
        Investment Representation and Legend Certificates.

      


      Optionee
        acknowledges and agrees that, for any period in which a registration statement
        with respect to the Option and/or Shares under the Securities Act, is not
        effective, Optionee shall hold the Option and will purchase and/or own the
        Shares for investment and not for resale or distribution. The Company shall
        have
        the right to place upon the face and/or reverse side of any stock certificate
        or
        certificates evidencing the Shares such legend as the Committee may prescribe
        for the purpose of preventing disposition of such Shares in violation of
        the
        Securities Act.

      


      5.
        Non-Transferability.

      


      The
        Option shall not be transferable by Optionee other than by will or by the
        laws
        of descent or distribution, and is exercisable during the lifetime of Optionee
        only by Optionee. The terms of this agreement shall be binding upon the
        executors, administrators, heirs, successors and assigns of
        Optionee.

      


      6.
        Certain Rights Not Conferred by Option.

      


      Optionee
        shall not, by virtue of holding the Option, be entitled to any rights of
        a
        shareholder in the Company.

      


      7.
        Expenses.

      


      The
        Company shall pay all original issue and transfer taxes with respect to the
        issuance of the Shares pursuant hereto and all other fees and expenses
        necessarily incurred by the Company in connection therewith.

      


      8.
        Exercise of Options.

      


         
        (a) The Option shall become exercisable as follows:

      (i)
        On
        the first anniversary of the Date of Grant, the Option shall become exercisable
        to the extent of 26,750
        Shares;
        

      (ii)
        On
        the second anniversary of the Date of Grant, the Option shall become exercisable
        to the extent of 26,750 Shares (in addition to any Shares made exercisable
        pursuant to subparagraph (a)(i) of this section 8);

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (iii)
        On
        the third anniversary of the Date of Grant, the Option shall become exercisable
        to the extent of 26,750 Shares (in addition to any Shares made exercisable
        pursuant to subparagraphs (a)(i) and a(ii) of this Section 8); and

      (iv)
        On
        the fourth anniversary of the Date of Grant, the Option shall become exercisable
        to the extent of 26,750 Shares (in addition to any Shares made exercisable
        pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii) of this section
        8).

      


         
        (b) Notwithstanding the exercisability schedule set forth in paragraph (a)
        of
        this section 8, the Option shall become fully exercisable, and shall remain
        exercisable up to and including the Termination Date in the event of either
        (i)
        the termination of Optionee’s employment by the Company for any reason other
        than termination by the Company for “cause” or (ii) termination of Optionee’s
        employment by Optionee for “good reason” as such terms are defined in the
        Employment Agreement, dated August 10 2006 (the “Employment Agreement”), between
        the Company and Optionee, as in effect on the Date of Grant without giving
        effect to any termination, amendment or modification of the Employment Agreement
        after the Date of Grant that may affect the definitions of “cause” and/or “good
        reason” contained in the Employment Agreement. If, as a result of such a
        termination of employment event and to the extent applicable under the Code,
        the
        Option no longer qualifies as an ISO, the Option (or such applicable portion)
        shall be treated as an option that does not qualify as an ISO under the
        Code.

      


         
        (c) The Option shall be exercisable, in whole or part and from time to time,
        by
        written notice of such exercise, delivered to the General Counsel or Secretary
        of the Company, at the Company’s principal office by personal delivery, against
        written receipt therefor, or by pre-paid, certified or registered mail, return
        receipt requested. Such notice shall specify the number of Shares for which
        the
        Option is being exercised (which number, if less than all of the Shares then
        subject to exercise, shall be fifty (50) or an integral multiple thereof)
        and
        shall be accompanied by payment of the full exercise price for the Shares
        for
        which the Option is being exercised.

      


         
        (d) The form of payment of the Exercise Price for Shares purchased pursuant
        to
        the Option shall consist of (i) cash, (ii) check (subject to collection),
        (iii)
        by any of the methods enumerated in paragraphs (a), (b), (d) and/or (e) of
        section 10.1 of the Plan or (iv) any combination of such methods of
        payment.

      


         
        (e) No Shares shall be delivered upon exercise of the Option until all laws,
        rules and regulations which the Committee may deem applicable have been complied
        with. If a registration statement under the Securities Act is not then in
        effect
        with respect to the shares issuable upon such exercise, the Company may require
        as a condition precedent that Optionee, upon exercising the Option, deliver
        to
        the Company a written representation and undertaking, satisfactory in form
        and
        substance to the Committee, that, among other things, Optionee is acquiring
        the
        shares for her own account for investment and not with a view to the
        distribution thereof.

      


         
        (f) Optionee shall not be considered a record holder of the Shares so purchased
        for any purpose until the date on which Optionee is actually recorded as
        the
        holder of such Shares in the records of the Company.

      


         
        (g) In the event of (x) Optionee’s termination for “cause” (as defined in the
        Employment Agreement as in effect on the Date of Grant without giving effect
        to
        any termination, amendment or modification of the Employment Agreement after
        the
        Date of Grant that may affect the definition of “cause” contained in the
        Employment Agreement), (y) Optionee’s voluntary termination of Optionee’s
        employment with the Company other than for “good reason” (as 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      defined
        in the Employment Agreement as in effect on the Date of Grant without giving
        effect to any termination, amendment or modification of the Employment Agreement
        after the Date of Grant that may affect the definition of “good reason”
contained in the Employment Agreement), or (z) Optionee’s death or Disability,
        the exercisability of the Option shall be subject to the provisions of section
        5.7 of the Plan.

      


      9.
        Acceptance of the Terms and Conditions of the Plan.

       

      The
        acceptance by Optionee of this Stock Option Award Agreement and the Option
        shall
        constitute the acceptance of and agreement to all of the terms and conditions
        contained herein and in the Plan.

      


      


      10.
        Continued Employment.

      


      Nothing
        herein shall be deemed to create any employment or guaranty of continued
        employment or limit in any way the Company’s right to terminate Optionee’s
        employment at any time.

      


      11.
        Early Disposition of Stock.

      


      Optionee
        understands that if Optionee disposes of any Shares received under the Option
        within two years after the Date of Grant or within one year after such Shares
        were transferred to Optionee, Optionee may be treated for federal and state
        income tax purposes as having received ordinary income at the time of such
        disposition as determined in accordance with the Code and applicable state
        law.
        Optionee hereby agrees to notify the Company in writing within thirty days
        after
        the date of any such disposition. Optionee authorizes the Company to withhold
        tax from Optionee’s current compensation with respect to any income recognized
        as a result of any such disposition.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        MTM
          TECHNOLOGIES, INC.

        
 

        By:
          ______________________

        Name:
          

        Title:
          

      

      


          


         
        OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AWARD
        AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
        CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
        BY THE
        COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
        COMPANY’S RIGHT TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
        CAUSE.

      


         
        Optionee acknowledges receipt of a copy of the Plan and certain information
        related thereto and represents that Optionee is familiar with the terms and
        provisions thereof, and hereby accepts the Option subject to all of the terms
        and provisions thereof. Optionee has reviewed the Plan and this agreement
        in
        their entirety, has had an opportunity to obtain the advice of counsel prior
        to
        executing this agreement and fully understands all of the terms and provisions
        of the Option and this agreement. Optionee hereby agrees to accept as binding,
        conclusive and final all decisions or interpretations of the Committee upon
        any
        questions rising under the Plan. Optionee further agrees to notify the Company
        upon any change in the residence address indicated below.

      


      Accepted
        and agreed

      as
        of the
        Date of Grant:

       

      
        
          	
                  By:

                	 	 
	 	 	 
	
                  Name:

                	
                  Steven
                    Stringer

                	 
	 	 	 
	
                  Address:

                	 	 
	 	 	 


        

         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Exhibit
        D

      


      MTM
        Technologies, Inc.

      2004
        Equity Incentive Plan

       

      Restricted
        Stock Unit Award Agreement

       

      MTM
        Technologies, Inc., a New York corporation formerly known as
        Micros-to-Mainframes, Inc. (the “Company”), pursuant to Section 4.1(f) of the
        Micros-to-Mainframes, Inc. 2004 Equity Incentive Plan (the “Plan”), has granted
        to Steven Stringer (the “Grantee”) a total of 20,000 restricted stock units (the
“Units”) with respect to a total of 20,000 shares (the “Shares”) of the common
        stock, par value $.001 per share (the “Common Stock”), of the Company, on the
        terms and conditions set forth herein and, in all respects, subject to the
        terms
        and conditions of the Plan. The date of grant of the Units is August 10,
        2006
        (the “Date of Grant”).

       

      Unless
        otherwise defined herein, capitalized terms defined in the Plan shall have
        the
        same defined meanings herein.

       

      1.    Units.

       

      The
        Units
        represent the Grantee’s right to receive the Shares on the vesting date of the
        Units, subject to Grantee’s earlier forfeiture of the Units as provided herein
        or under the Plan.

       

      2.    Anti-Dilution
        Provisions.

       

      (a)    If
        there
        is any stock dividend, stock split, or combination of shares of Common Stock,
        the number and amount of Shares then subject to the Units shall be
        proportionately and appropriately adjusted as determined by the Committee,
        whose
        determination shall be final, conclusive and binding upon Grantee and the
        Company.

       

      (b)    If
        there
        is any other change in the Common Stock, including a recapitalization,
        reorganization, sale or exchange of assets, exchange of shares, offering
        of
        subscription rights, or a merger or consolidation, whether or not the Company
        is
        the surviving corporation, an adjustment, if any, shall be made in the number
        and kind of shares that may be subject to the Units as the Board or Committee
        may deem equitable, and whose determination shall be final, conclusive and
        binding upon Grantee and the Company. Failure of the Board or the Committee
        to
        provide for an adjustment pursuant to this Section 2(b) prior to the effective
        date of any Company action referred to herein shall be conclusive evidence
        that
        no adjustment is required in consequence of such action.

       

      3.    Non-Transferability.

       

      The
        Units
        shall not be transferable by Grantee other than by will or by the laws of
        descent or distribution. The terms of this agreement shall be binding upon
        Grantee’s executors, administrators, heirs, successors and assigns.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4.    Certain
        Rights Not Conferred by Units.

       

      Grantee
        shall not, by virtue of holding the Units, be entitled to any rights of a
        shareholder of the Company, including the right to vote and to receive dividends
        and other distributions with respect to the Shares subject to the Units,
        until
        delivery to Grantee of certificates representing the Shares in satisfaction
        of
        the Units.

       

      5.    Expenses.

       

      The
        Company shall pay all original issue and transfer taxes with respect to the
        issuance of the Shares pursuant hereto and all other fees and expenses
        necessarily incurred by the Company in connection therewith.

       

      6. Vesting
        of Units.

       

      (a)    Subject
        to Section 6(b) and 6(c), the Units shall vest as
        follows:

       

      (i) 
        On the first anniversary of the Date of Grant, 5,000 Units shall
        vest;

      (ii)
        On
        the second anniversary of the Date of Grant, 5,000 Units shall vest (in addition
        to any Units vested pursuant to subparagraph (a)(i) of this section
        6);

      (iii)
        On
        the third anniversary of the Date of Grant, 5,000 Units shall vest (in addition
        to any Units vested pursuant to subparagraphs (a)(i) and (a)(ii) of this
        Section
        6); and

      (iv)
        On
        the fourth anniversary of the Date of Grant, 5,000 Units shall vest (in addition
        to any Units vested pursuant to subparagraphs (a)(i), (a)(ii) and (a)(iii)
        of
        this section 6).

      


      (b)   Notwithstanding
        the vesting schedule set forth in paragraph (a) of this Section 6, the Units
        shall vest in the event of either (i) the termination of Grantee’s employment by
        the Company for any reason other than termination by the Company for “cause” or
        (ii) termination of Grantee’s employment by Grantee for “good reason,” as such
        terms are defined in the Employment Agreement, dated August 10, 2006 (the
        “Employment Agreement”), between the Company and Grantee, as in effect on the
        Date of Grant without giving effect to any termination, amendment or
        modification of the Employment Agreement after the Date of Grant that may
        affect
        the definitions of “cause” and/or “good reason” contained in the Employment
        Agreement.

       

      (c)    In
        the
        event of (x) Grantee’s termination for “cause” (as defined in the Employment
        Agreement as in effect on the Date of Grant without giving effect to any
        termination, amendment or modification of the Employment Agreement after
        the
        Date of Grant that may affect the definition of “cause” contained in the
        Employment Agreement), (y) Grantee’s voluntary termination of Grantee’s
        employment other than for “good reason” (as defined in the Employment Agreement
        as in effect on the Date of Grant without giving effect to any termination,
        amendment or modification of the Employment Agreement after the Date of Grant
        that may affect the definition of “good reason” contained in the Employment
        Agreement) or (z) Grantee’s death or Disability, in each such case, Grantee
        shall forfeit the Units upon termination or death or Disability, as the case
        may
        be, if such event occurred prior to vesting of the Units. 

       

      7.    Delivery
        of Shares.

       

      (a)    Upon
        vesting of the Units pursuant to Section 6 and subject to Section 7(b), the
        Company shall register the Shares subject to the Units in the name of Grantee
        and shall deliver 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      certificates
        for such Shares, free of all restrictions, except any restrictions that may
        be
        imposed by law, to Grantee; provided that subject to applicable law, including
        without limitation Section 409A of the Internal Revenue Code of 1986, as
        amended, and the regulations thereunder, Grantee may elect to defer the
        receipt of the Shares pursuant to procedures established by the Company;
        provided that such Grantee deferral election will not result in adverse
        federal income tax consequences to the Company. 

      


      (b)   The
        Company shall deliver no Shares pursuant to Section 7(a) until all laws,
        rules
        and regulations which the Committee may deem applicable have been complied
        with.


       

      (c)    Grantee
        shall not be considered a record holder of the Shares for any purpose until
        the
        date on which Grantee is actually recorded as the holder of such Shares in
        the
        records of the Company.

       

      8.    Acceptance
        of the Terms and Conditions of the Plan.

       

      The
        acceptance by Grantee of this Restricted Stock Unit Award Agreement and the
        Units shall constitute the acceptance of and agreement to all of the terms
        and
        conditions contained herein and in the Plan.

       

      9.    Continued
        Employment.

       

      Nothing
        herein shall be deemed to create any employment or guaranty of continued
        employment or limit in any way the Company’s right to terminate Grantee’s
        employment at any time.

       

      10.   Applicable
        Law.

       

      The
        validity, construction, interpretation, administration and effect of this
        Restricted Stock Unit Award Agreement, and of the rules, regulations and
        rights
        under the Plan relating to this agreement, shall be governed by the substantive
        laws, but not the choice of law rules, of the State of New York.

       

      
        	
              	
                MTM
                  Technologies, Inc.

                 

              
	 	
                By:
                  

              	 
	 	 	Name: 
	 	 	Title:


      

       

      GRANTEE
        ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD
        AGREEMENT, NOR IN THE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL
        CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
        BY THE
        COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S
        RIGHT TO TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
        CAUSE.

       

      Grantee
        acknowledges receipt of a copy of the Plan and certain information related
        thereto and represents that Grantee is familiar with the terms and provisions
        thereof, and hereby accepts the Units subject to all of the terms and provisions
        thereof. Grantee has reviewed 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      the
        Plan
        and this agreement in their entirety, has had an opportunity to obtain the
        advice of counsel prior to executing this agreement and fully understands
        all of
        the terms and provisions of the Units and this agreement. Grantee hereby
        agrees
        to accept as binding, conclusive and final all decisions or interpretations
        of
        the Committee upon any questions arising under the Plan. Grantee further
        agrees
        to notify the Company upon any change in the residence address indicated
        below.

       

      Accepted
        and agreed by Grantee

      as
        of the
        Date of Grant:

       

      
        	
                By:

              	 	 
	 	 	 
	
                Name:

              	
                Steven
                  Stringer

              	 
	 	 	 
	
                Address: