1
Exhibit 10.28
AMENDMENT NO. 1
TO AGREEMENT
THIS AMENDMENT NO. 1 dated as of February 9, 2000 (herein called the
Amendment")is entered into by and between TOLLGRADE COMMUNICATIONS, INC. (the
"Corporation") and XXXXXXX X'XXXXX (the "Executive").
WHEREAS, the Corporation and the Executive entered into an agreement
dated as of December 20, 1999 to provide for compensation of the Executive upon
termination of employment under certain circumstances relating to a change in
control of the Corporation (herein referred to as the "Agreement"); and
WHEREAS, the Corporation and the Executive desire to amend the
Agreement to revise certain terms of the Agreement, upon the terms and
conditions stated in this Amendment.
NOW, THEREFORE, in consideration of the promises and the faithful
performance of the mutual covenants herein contained, and intending to be
legally bound hereby, the Corporation and the Executive agree that the Agreement
shall be modified as follows:
1. Capitalized terms used herein and not otherwise defined in this
Amendment shall have the meaning assigned to them in the Agreement.
2. Section 4(b)(ii)(A)(3) of the Agreement shall be replaced in its
entirety with the following:
"a number equal to the greater of (i) one (1.0) or (ii) thirty six (36)
less the number of completed months commencing after the date of the
Change-in-Control during which the Executive was employed by the
Corporation and did not have Good Reason for Termination times (iii)
one twelfth (1/12)"
3. Except as modified by this Amendment No. 1, the provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of
the date hereof by their duly authorized officers.
TOLLGRADE COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Print Name: Xxxx X. Xxxxx
-----------------------------
Title: Chief Counsel & Secretary
----------------------------------
/s/ Xxxxxxx X'Xxxxx
----------------------------------------
54
2
SCHEDULE 10.28
Amendment No. 1 to Change in Control Agreement were entered into between the
Company and Xxxxxx X'Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxx X. Xxx, Xxxx Xxxx, G.
Xxxxx Xxxxx, Xxxxxxx X. XxXxxxxxx, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx, Xxxxx
Xxxxxxx and Xxxxx Xxxxx, which were substantially identical to that filed as
Exhibit 10.28.
55
