0000950123-11-024007 Sample Contracts

AGREEMENT
Severance Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement made as of the 12th day of March, 2010 by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”), and Jennifer M. Reinke, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”).

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LEASE AGREEMENT
Lease Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania
December 7, 2010 Thomas J. Kolb [Address] Dear Thomas: Tollgrade Communications, Inc. (“Tollgrade”) considers the stability of its senior management team to be essential to Tollgrade’s best interests. In order to induce you to accept and remain in...
Severance Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement shall be for an initial term beginning on the date hereof and expiring on the third anniversary of such date (the “Term”) and shall automatically be extended for successive additional terms of two years unless either party gives the other written notice of its intent not to renew at least 60 days prior to the end of the then current term.

Tollgrade Communications, Inc. 2006 Long-Term Incentive Compensation Plan STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Stock Appreciation Rights Agreement (“Agreement”), dated as of March 25, 2010, is entered into between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Company”), and Edward H. Kennedy (the “Grantee”).

Name of Individual Agreement Michael D. Bornak Agreement dated March 12, 2010 between the Company and Mr. Bornak Gregory M. Nulty Agreement dated June 21, 2010 between the Company and Mr. Nulty Jennifer M. Reinke Agreement dated March 12, 2010 between...
Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Amendment No. 1 (this “Amendment”) is made and entered as of the 15th day of December 2010 (the “Effective Date”) by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Company”), and [Name of Executive], who is an employee of the Company (“Executive”).

AMENDMENT NO. 1 TO AGREEMENT
Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Amendment No. 1 (this “Amendment”) is made and entered as of the 15th day of December 2010 (the “Effective Date”) by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Company”), and [Name of Executive], who is an employee of the Company (“Executive”).

SECOND AMENDMENT TO AGREEMENT
Employment Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems

WHEREAS, Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”) and Jennifer M. Reinke, an individual residing in the Commonwealth of Pennsylvania and an employee of the Corporation (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change-in-control, dated as of March 12, 2010 as amended December 15, 2010 (the “Agreement”);

AGREEMENT
Employment Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems • Pennsylvania

This Agreement is made as of the 21st day of June, 2010 by and between Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”), and Gregory M. Nulty, an individual residing in the Commonwealth of Virginia and an employee of the Corporation (the “Executive”).

SECOND AMENDMENT TO AGREEMENT
Employment Agreement • March 10th, 2011 • Tollgrade Communications Inc \Pa\ • Services-telephone interconnect systems

WHEREAS, Tollgrade Communications, Inc., a Pennsylvania corporation (the “Corporation”) and Gregory M. Nulty, an individual residing in the Commonwealth of Virginia and an employee of the Corporation (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change-in-control, dated as of June 21, 2010 as amended December 15, 2010 (the “Agreement”);

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