Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT
(“Agreement”) made this 10th day of December, 2007, and
effective as of January 1, 2008, between VERAMARK TECHNOLOGIES,
INC., a Delaware corporation (the “Company”), and DAVID
G. MAZZELLA, JR. (“Mr. Mazzella”).
WHEREAS, Mr. Mazzella has been
employed by the Company as its President and Chief Executive
Officer since June 28, 1997; and
WHEREAS, Mr. Mazzella has
announced his decision to retire as an employee of the Company on
December 31, 2007 and resign his position as President and
Chief Executive Officer on his retirement date and concurrent with
the term of his Employment Agreement dated March 28, 2005 (the
“Employment Agreement”); and
WHEREAS, the Board of Directors of
the Company is currently engaged in a search to recruit and employ
Mr. Mazzella’s successor; and
WHEREAS, the Company is desirous of
Mr. Mazzella providing consulting services to the Company and
the new CEO upon his or her employment, which consulting services
will extend beyond the term of his Employment Agreement; and
WHEREAS, the Company and
Mr. Mazzella wish to modify and amend his Employment Agreement
with respect to Section 9. Separation/Transition Bonus
and, with respect to that provision only, as hereinafter
provided.
NOW, THEREFORE, in consideration of
the premises and mutual covenants and conditions contained in this
Agreement, the Company and Mr. Mazzella agree as
follows:
1. Consulting Services;
Duties . On the terms and subject to the conditions hereinafter
set forth, Mr. Mazzella shall render management consulting
services to the Company with respect to such business matters as
the Company may reasonably request, including, without limitation,
in connection with the transition of duties to a new President and
CEO, by conferring by telephone or in person with a representative
or representatives of the Company. While it is the intent of this
Agreement that the mutual convenience of the parties be served, it
is understood that Mr. Mazzella shall render management
consulting services to the Company in the capacity of an
independent contractor and shall not be subject to the direction,
control or supervision of the Company with respect to the time
spent or procedures followed in the performance of his management
consulting services hereunder. In particular, Mr. Mazzella
will not be required without his consent to leave his city of
residence at the time for purposes of such consultation. Further,
and without limiting the foregoing, Mr. Mazzella agrees to
make himself available a maximum of ten (10) days per month (each
day to be a maximum of eight (8) hours per day) during the
term of this Agreement. If Mr. Mazzella’s services are
required for more than ten days in any month, he will be paid an
additional stipend per diem as hereinafter specified, but only to
the extent Mr. Mazzella is willing to provide such additional
services.
2. Term of Agreement .
The term of this Agreement shall commence on January 1, 2008,
and terminate on June 30, 2008.
3. Compensation;
Reimbursement of Expenses . As compensation for his management
consulting services to the Company under this Agreement, the
Company shall pay Mr. Mazzella One Hundred Seventy-Seven
Thousand Dollars ($177,000.00), payable as follows: (a) $75,000.00
on or before January 15, 2008; and (b) $17,000.00 for each
month during the term of this Agreement with the first payment on
or before the fifth day of February and each month thereafter, with
a final payment on or before July 5, 2008. If
Mr. Mazzella is requested to provide management consulting
services in excess of ten days in any month, with his consent, he
will be paid at the rate of $1,700.00 p
