Exhibit 10.2
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 Joseph
G. O’Brien, an individual residing in the Commonwealth of
Pennsylvania and an employee of the Corporation (the
“Executive”).
WHEREAS , the Corporation and the Executive entered into an
Agreement made as of January 19, 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 upon expiration, the Corporation shall, in its sole
discretion, determine whether the Agreement shall be renewed upon
such terms as the Corporation deems advisable;
WHEREAS , notwithstanding the expiration of the initial term
of the Agreement, the Board of Directors of the Corporation have
determined that it is in the best interests of the Corporation to
renew the Agreement, extending its term 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 deemed to have continued in effect through and including the
date hereof, a
