MTM TECHNOLOGIES, INC. Restricted Stock Unit Award AgreementEquity Incentive Plan • July 14th, 2006 • MTM Technologies, Inc. • Services-computer integrated systems design • New York
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 <<First Name>> <<MI>> <<Last Name>> (the “Grantee”) a total of <<Number of Shares>> restricted stock units (the “Units”) with respect to a total of <<Number of Shares>> shares (the “Shares”) of the common stock, par value $0.001 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 <<Award Date>> (the “Date of Grant”).
ContractWaiver • July 14th, 2006 • MTM Technologies, Inc. • Services-computer integrated systems design
WAIVER, dated as of June 26, 2006 (“Waiver”), executed in connection with the Credit Agreement, dated as of November 23, 2005, and entered into by and among MTM Technologies, Inc., a New York corporation ("MTM"), MTM Technologies (California), Inc., a Delaware corporation ("MTM-CA"), MTM Technologies (TEXAS), Inc., a Delaware corporation ("MTM-TX"), MTM Technologies (US), Inc., a Delaware corporation ("MTM-US"), MTM Technologies (Massachusetts), LLC, a Delaware limited liability company ("MTM-MA") and Info Systems, Inc., a Delaware corporation ("ISI", MTM, MTM-CA, MTM-TX, MTM-US, MTM-MA and ISI being collectively, the "Borrowers" and each a "Borrower"); Columbia Partners, L.L.C. Investment Management, as Investment Manager; and National Electrical Benefit Fund, as Lender. Terms which are capitalized in this Waiver and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
MTM TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • July 14th, 2006 • MTM Technologies, Inc. • Services-computer integrated systems design
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 _________________ (the "Optionee") a stock option (the "Option") to purchase a total of __________ 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 _________________ (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 Optione
