SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

     This Separation Agreement and General Release (“Release”), is between Tollgrade Communications, Inc., its successors, assigns, affiliates, parents and subsidiaries (referred to throughout this Release collectively as “Tollgrade” ) and Gary W. Bogatay, Jr. (referred to throughout this Release as “Executive” and more fully defined in Paragraph 4), which parties agree as follows:

Recitals

     WHEREAS, Executive began his employment with Tollgrade on October 18, 2008 as its Chief Financial Officer;

     WHEREAS, on March 17, 2009, Executive and Tollgrade entered into a Change in Control Agreement (the “CIC Agreement”) whereby Executive would be provided with certain benefits (“Termination Benefits”) if Executive’s employment was terminated under certain circumstances;

     WHEREAS, Executive and Tollgrade have agreed that it is in both their interests to amicably part ways and enter into this Separation Agreement and General Release;

     WHEREAS, this Release supersedes the CIC Agreement;

     WHEREAS, the parties wish to avoid any disputes between them and definitively set forth the terms of their separation; and

     WHEREAS, Executive and Tollgrade have mutually agreed to terminate Executive’s employment with Tollgrade effective as of September 18, 2009 (the “Termination Date”).

     IT IS THEREFORE, AGREED AS FOLLOWS:

Agreement

     1.  Incorporation of Recitals. The foregoing recitals are incorporated herein by reference and are made a part of this Release.

     2.  Separation Package For Executive. In consideration for signing this Release and compliance with the promises made herein, and after Tollgrade’s receipt of the executed Release and the expiration of the seven (7) day revocation period, as described in Paragraph 4(a)(v) of this Release, without Executive having revoked this Release, Executive will receive, for a period of one year, beginning on September 1, 2009:

     a. The equivalent of his now current annual salary (less lawful deductions, if applicable) and the continuation of his health insurance benefits (collectively the “Separation Package”).  Specifically, Executive will receive the equivalent of a salary of $215,000 per year until September 1, 2010 and Tollgrade will make payments to

maintain the same or substantially similar health insurance benefits he now receives as an employee (either via maintenance of his current insured status or via making COBRA payments).

     b. The exact composition of cash payments Executive is to receive as part of the Separation Package will depend upon the availability of the payment of benefits to Executive under Tollgrade’s short term and long term disability insurance benefits available to him (his “Disability Benefits”).  Tollgrade will make up any short fall between the gross Disability Benefits and his regular salary. Such payments shall be subject to all applicable withholding requirements.

     c. Executive is required to, in good faith, make reasonable efforts to apply for, seek and maintain his eligibility for his Disability Benefits and shall keep Tollgrade informed as to any material developments regarding the same. For sake of clarity, Tollgrade has no obligations whatsoever regarding determining Executive’s eligibility for the Disability Benefits and Executive acknowledges the same.

     d. The cash payments Executive is to receive as part of the Separation Package shall be made periodically as provided for under the Disability Benefits and, if applicable, pursuant to Tollgrade’s payroll dates in accordance with Tollgrade’s prevailing payroll practices.

     e. It is understood that, due to the nature and circumstances of the varying sources of payments, periodic reconciliations may need to be conducted to ensure that the payments made are in conformance with the above-stated provisions. In the event of an under or over payment, each party agrees to promptly rectify such situation and remit or refund funds to/from the other party as the case may so require. The parties, by written agreement, may also agree to set off such funds from future required payments. Executive expressly agrees that, in the event of an overpayment, absent a written agreement to the contrary, he shall repay the required funds to Tollgrade within seven (7) days of written notification by Tollgrade of such overpayment. Executive expressly acknowledges that payments made to him in September 2009, because of the future payment of Disability Benefits during a time when Tollgrade was also, as a courtesy, continuing to pay his salary, are likely to require repayment to Tollgrade.

     3.  Separation Package Contingent Upon Executive’s Execution Of This Agreement. The foregoing consideration shall be contingent upon Tollgrade’s receipt of the executed Release and the expiration of the seven (7) day revocation period, as described in Paragraph 4(a)(v) of this Release, without Executive having revoked this Release. Executive understands and agrees that he would not receive the Separation Package specified in Paragraph 2 above, except for his execution of this Release and the fulfillment of the promises contained herein.

     4.  Release Of Claims.

     a. Executive’s Release Of Claims Against Tollgrade.

      i. Executive, intending to be legally bound, knowingly and voluntarily releases and forever discharges Tollgrade Communications, Inc. and each of its past and present successors, parents and related corporations, assigns, subsidiaries, affiliates, and divisions and each of their past and present employees, officers and directors, (all such entities and persons being referred to collectively in this Release as the “Tollgrade Released Parties”) of and from any and all claims, whether known or unknown, which he or his heirs, executors, administrators, successors, and assigns (referred to collectively throughout this Release as “Executive”), have or may have against the Tollgrade Released Parties at any time up to the date and time of his execution of this Release, including, but not limited to, any alleged claims under his CIC Agreement, any alleged violation of any federal, state or local anti-discrimination law, any alleged violation of Sarbanes-Oxley Act, Title VII of the Civil Rights Act of 1964, The Americans with Disabilities Act of 1990, The Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Family Medical Leave Act, and The Pennsylvania Human Relations Act, all as amended; any other federal, state or local civil or human rights law; any other local, state or federal law, statute, regulation or ordinance; any claim based on public policy, contract (written or oral), tort or common law; any claim for punitive, compensatory, and liquidated damages; and any claim for costs, fees, and other expenses, including attorneys’ fees. This general release also includes, but is not limited to, claims arising under the Age Discrimination in Employment Act (“ADEA”). Executive understands that, by signing this Release, he is waiving all claims that he ever had or now has against the Tollgrade Released Parties that arose or may have arisen before he signs this Release.

     ii. Executive acknowledges that he has been told to consult with an attorney of his choosing prior to executing this Release and that he has done so. Without detracting in any respect from any other provision of this Release: (i) Executive agrees and acknowledges that this Release constitutes a knowing and voluntary waiver of all rights and claims he has or may have against the Tollgrade Released Parties, as set forth in Paragraph 4(a)(i) above and that he has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of this Release or its terms; and (ii) Executive agrees and acknowledges that the consideration provided to him under this Release is in addition to anything of value to which he is already entitled.

     iii. Executive waives his right to file any charge or complaint arising out of his employment with or separation from Tollgrade on his own behalf against the Tollgrade Released Parties before any federal, state or local court or any state or

local administrative agency, except whereas such waivers are prohibited by law. This Release, however, does not prevent Executive from filing a charge with the Equal Employment Opportunity Commission concerning claims of discrimination, although Executive waives his right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other state or local agency on behalf of Executive under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where prohibited by law. Executive confirms that no claim, charge, complaint or action exists in any forum or form.

     iv. Executive understands that if this Agreement and General Release were not signed, Executive would have the right to voluntarily assist other individuals or entities in bringing claims against the Tollgrade Released Parties. Executive hereby waives that right and he will not provide any such assistance other than assistance in an investigation or proceeding conducted by a governmental agency. Tollgrade and Executive further agree that Executive may provide information pursuant to any valid subpoena.

     v. Executive acknowledges that he has been informed that he has, at his option, twenty-one (21) days in which to sign this Release and that he may knowingly and voluntarily waive said twenty-one (21) day period at any time before the end of said twenty-one (21) day period by signing the Release, in which event the Revocation Period (defined in the following sentence) shall commence on the date he executes the Release. Executive acknowledges that he has seven (7) days following the date on which he executes the Release within which to revoke it (the “Revocation Period”). Any revocation within this period must be submitted, in writing, to:

Joseph O’Brien, V.P. Human Resources
Tollgrade Communications, Inc.
493 Nixon Road
Cheswick, PA 15024

and state, “I hereby revoke my acceptance of our Separation Agreement and General Release.” The revocation must be personally delivered to Joseph O’Brien, or his designee, or mailed to Joseph O’Brien at the above address, and postmarked within seven (7) days of execution of this Release. This Release shall not become effective or enforceable until the Revocation Period has expired. If the last day of the Revocation Period is a Saturday, Sunday, or legal holiday in Pennsylvania, then the Revocation Period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. Tollgrade may revoke the Release at any time