Exhibit 10.1
EXTENSION AND AMENDMENT OF
AGREEMENT
This
Extension and Amendment is dated as of March 10, 2005 between
Tollgrade Communications, Inc., having an address at 493 Nixon
Road, Cheswick, PA 15024 (the “Corporation”) and Carol
M. Franklin, an individual residing in the State of New Jersey and
an employee of the Corporation (the
“Executive”).
WHEREAS , the Corporation and the Executive entered into an
Agreement made as of October 2001, which provides for
compensation to the Executive upon termination of employment under
certain circumstances related to a change in control of the
Corporation (the “Agreement”);
WHEREAS , the initial term of the Agreement is stated to
continue for a period of four (4) years, and the Agreement provides
further that the Corporation shall, in its sole discretion,
determine whether the Agreement shall be extended beyond its
initial expiration upon such terms as the Corporation deems
advisable;
WHEREAS , the Board of Directors of the Corporation have
determined that it is in the best interests of the Corporation to
extend the term of the Agreement for an additional period of four
(4) years, provided that the Agreement is amended as set forth
herein to include a covenant against competition;
WHEREAS, the Executive desires to extend the Agreement, as
amended hereby, in order to obtain the benefits described in the
Agreement in the event the Executive’s employment is
terminated under the circumstances described in the
Agreement.
NOW
THEREFORE , in consideration of the premises contained herein
and for other good and valuable consideration, the parties agree as
follows:
1. Extension of Agreement. The term of the Agreement is
hereby extended through February 28, 2009. Upon expiration of
the term, as so exten
