Exhibit
10.31


EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT dated as of August 2, 2007 (“Agreement”),
is by and between Transaction Network Services, Inc., a Delaware corporation
(the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”),
on the one hand (collectively, “TNS”), and Mark Cole (“Executive”), on the
other hand. (The Company, Parent and Executive will be referred to collectively
as the “Parties” and may each be referred to individually as a “Party”).


WHEREAS,
Executive has been employed as Executive Vice President, Global Network
Operations and Engineering of TNS; and


WHEREAS,
the Board of Directors of TNS (the “Board” or “Board of Directors”) has
determined that it is in the best interest of TNS and its shareholders to
continue to employ Executive in such capacity and Executive desires to continue
his employment in such capacity;


NOW
THEREFORE, in consideration of the mutual covenants and
promises contained herein, the receipt and adequacy of which are acknowledged,
the parties agree as follows:


1.             Acceptance
of Employment.  Subject to
the terms and conditions set forth below, the Company agrees to employ
Executive and Executive accepts such employment.


2.             Term.
The period of employment and term of this Agreement will be from May 8, 2007
through May 8, 2010, unless further extended or sooner terminated as
hereinafter set forth (the “Term”).  The
Term shall automatically be extended for successive one (1) year periods unless
one Party hereto has provided the other with at least ninety (90) days’ prior
written notice of its intention to allow this Agreement to expire at the end of
such initial or extended Term, in which event the employment period will
terminate on the last day of such Term. 
If the Company provides Executive such notice of its intention to allow
this Agreement to expire without thereafter providing Executive with a timely
written notice of termination for Cause (as defined in Section 6(e) of this
Agreement) and otherwise complying with the procedures set forth in Section
6(e), the expiration of the Agreement will be considered a termination “for
other than Cause” as provided in Section 6(f).



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3.             Position
and Duties.  Executive
shall serve as the Executive Vice President, Network Operations of TNS, shall
report directly to the Chief Operating Officer and will perform such duties as
are set forth in the job description for such position, as it may be amended by
TNS from time-to-time, and such other reasonably related duties consistent with
such position that are assigned to Executive by the Chief Executive Officer,
the Chief Operating Officer and/or the Board. 
Subject to reasonable business travel requirements, Executive shall
generally perform his duties from the TNS’ general and administrative offices
in Reston, Virginia and shall not be required by TNS to be personally based or
transferred anywhere other than the metropolitan area in which his office in
TNS’ general and administrative offices is now located, without Executive’s
prior written consent.  Executive will perform
his duties in a professional and competent manner.  Executive shall devote all of his working
time and attention and his reasonable best efforts and skills to the business
and affairs of TNS, except (i) with respect to incidental business activities,
including the management of his personal investments, outside directorships,
and civic and charitable activities, which shall be fully disclosed to the
Board of Directors prior to engaging in such activities and which, in the
determination of the Board of Directors, do not cause a conflict of interest or
interfere with Executive’s performance of his duties under this Agreement; and
(ii) as otherwise approved by the Board of Directors.


4.                                       Base Salary and Incentives.


(a)           Base Salary.  During the Term, the Company will pay
Executive a base salary at the rate of $235,000 per annum, less customary
withholdings and deductions (the “Base Salary”) payable in accordance with the
payroll procedures for the Company’s salaried employees in effect during the
Term.  Beginning in January 2008 and
annually thereafter, the Base Salary shall be subject to annual review and
possible increase by the Chief Executive Officer, but it shall not be decreased
during the Term of this Agreement.



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(b)           Annual Incentive Award
Opportunity.  Executive
shall be eligible to participate in the Company’s Annual Incentive Plan (the “AIP”),
in accordance with the terms of the AIP as they may be amended by the Board
from time-to time.  Executive’s target
annual award opportunity under the AIP shall be 50% of the Base Salary (the “AIP
Annual Target”).  Actual awards will be
based on the achievement of specified performance objectives, as determined by
the Board.


(c)           Long-Term Incentive Plan
Opportunity.   Executive shall be eligible to participate in
the Parent’s Long-Term Incentive Plan (the “LTIP”), in accordance with the
terms of the LTIP, as they may be amended by the Board from time-to time.  Awards will be comprised of a combination of
long-term incentive vehicles, as determined by the Board.  Awards under the AIP and LTIP will be referred
to collectively as “Incentive Awards.”


5.             Benefits.  During the Term, Executive will be
eligible for the following benefits in connection with his employment
(collectively, the “Benefits”):


(a)           Retirement Benefits.  Executive will be eligible to participate
in the Company’s 401(k) Plan in accordance with the terms of that plan, as they
may be amended from time-to-time by the Company.


(b)           Other Fringe Benefits.  In addition to any other benefits
specifically set forth herein, Executive (i) shall be entitled to the benefits
set forth in the Summary of Executive Benefits attached to this Agreement as
Appendix 1 (and incorporated herein) and (ii) shall also be eligible to
participate in all other employee benefit plans and programs offered by the
Company to its senior executives generally, in accordance with the terms of
those plans and programs ((i) and (ii) collectively being the “Fringe Benefits”),
as the Fringe Benefits may be amended or terminated from time-to-time by the
Company.


(c)           Business and Travel
Expenses. Executive shall be entitled to reimbursement of all
reasonable and necessary business-related expenses he incurs in performing his
duties, in accordance with and to the extent permitted by the Company’s
policies in effect from time to time.



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(d)           Indemnification.  Executive shall be entitled to such
indemnification rights as are set forth in the Indemnification Agreement
between Executive and the Parent, a copy of which is attached hereto and
incorporated by reference as Appendix 2.


6.             Termination of Employment
and Effect of Termination.


(a)           By Company for Death.  Executive’s employment hereunder shall
terminate upon his death, in which event TNS shall have no further obligation
to Executive or his estate other than the payment of accrued and/or vested but
unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such
awards are paid to other employees generally), vacation pay and other Benefits
as of the termination date, unless otherwise required by law or plan documents.


(b)           By Company for Disability.  If Executive incurs a Disability and such
Disability continues for a period of twelve (12) consecutive months, then the
Company may, to the extent permitted by applicable law, terminate Executive’s
employment upon written notice to Executive, in which event TNS shall have no
further obligation to Executive other than the payment of accrued and/or vested
but unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when
such awards are paid to other employees generally), vacation pay and other
Benefits as of the termination date, unless otherwise required by law or plan
documents.  For the purposes of this
Agreement, a “Disability” means a physical or mental impairment that substantially
limits a major life activity and that precludes Executive from performing all
of the essential functions of his position, with or without reasonable
accommodation, as such applicable terms are defined by the federal Americans
with Disabilities Act, as it may be amended from time-to-time.



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(c)           By Executive for Good
Reason.  Executive may
terminate his employment hereunder for Good Reason after giving at least thirty (30) days’
notice to the Company of the alleged Good Reason and the Company fails to cure
said Good Reason within said notice period. 
The date of such termination must be no more than ninety (90)
days from the date of the occurrence giving rise to the Good Reason.  For purposes of this Agreement, Good Reason
means that, without Executive’s prior written consent: (i) the Company
relocates its general and administrative offices or Executive’s place of
employment to an area other than the Washington, D.C. Standard Metropolitan
Statistical Area; (ii) Executive is assigned duties substantially inconsistent
with his responsibilities as described in Section 3 of this Agreement or a
substantial adverse alteration is made to the nature or status of such
responsibilities; (iii) Executive’s title is diminished; (iv) the Company
reduces Executive’s Base Salary as in effect on the date hereof or as the same
may be increased from time to time; or (v) any material reduction in Benefits
provided to Executive pursuant to Sections 4 and 5 of this Agreement, other
than in connection with a reduction in benefits generally applicable to senior
executives of the Company.  In the event
that Executive elects to terminate this Agreement for Good Reason and the
Company has not cured the purported act giving rise to Executive’s right to
terminate as provided above, Executive shall be entitled to:  (aa) payment of accrued and/or vested but
unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such
awards are paid to other employees generally), vacation pay and other Benefits
as of the termination date, unless otherwise required by law or plan documents;
(bb) payment of one year of Base Salary at the rate in effect as of the date of
termination in installments in accordance with the Company’s payroll practices
in effect at the time; and (cc) continuation of the Fringe Benefits set forth
in Sections 1 and 2 of Appendix I (the “Severance Period Fringe Benefits”)
hereto for one year after the date of termination.  In the event the Company’s Severance Period
Fringe Benefit plans do not permit continued participation by Executive after
his termination, then Executive will instead be entitled to a lump sum payment
from the Company of the expected cost to Executive to purchase and continue
such Severance Period Fringe Benefit programs, as an individual or family policyholder,
grossed up for all local, state and Federal taxes at the maximum tax
rates.  Executive’s entitlement to the
Base Salary described in (bb) and the Severance Period Fringe Benefits
described in (cc) is conditional on his execution of a Severance Agreement and
General Release in substantially the same form attached hereto as Appendix
3.  TNS agrees to provide to Executive
within ten (10) days of termination the Severance Agreement and General Release
for execution.



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(d)           By Executive without Good
Reason.  Executive may
terminate this Agreement without Good Reason upon forty-five (45) days’ prior
written notice to the Company.  In the
event Executive’s employment is terminated pursuant to this Section 6(d), the
Company may in its discretion relieve Executive of his duties and provide him
with Base Salary and Benefits through the date of termination.  In the event Executive terminates his
employment without Good Reason, Executive shall be entitled to payment of accrued
and/or vested but unpaid Base Salary, vacation pay and other Benefits as of the
termination date, unless otherwise required by law or plan documents.


(e)           By Company for Cause.  The Board of Directors of the Company may
terminate this Agreement for Cause upon written notice to Executive.  “Cause” shall be defined as: (i) the
commission of a felony or a crime involving moral turpitude or the commission
of any other act or omission involving dishonesty or fraud with respect to the
Company or any of its affiliates or any of their customers or suppliers; (ii)
substantial failure on the part of Executive in his performance of the duties
of the office held by him as reasonably directed by the Chief Executive
Officer, the Chief Operating Officer and/or the Board (other than any such
failure resulting from Executive’s incapacity due to physical or mental
illness), after notice to Executive and a reasonable opportunity to cure within
30 days; (iii) gross negligence or willful misconduct by Executive with respect
to the Company or any of its affiliates (including, without limitation,
disparagement that adversely affects the reputation of the Company or any of
its affiliates); or (iv) any material breach by Executive of Sections 3, 7 or 8
of this Agreement.  For purposes of this
Agreement, an act, or failure to act, on the Executive’s part shall be
considered “gross negligence” or “willful misconduct” only if done, or omitted,
by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company and its affiliates. The
Executive’s employment shall not be deemed to have been terminated for “Cause”
unless the Company shall have given or delivered to the Executive reasonable
notice setting forth the reasons for the Company’s intention to terminate the
Executive’s employment for “Cause”.


In the event
Executive is terminated for Cause, TNS’ only obligation to Executive will be
the payment of accrued and/or vested but unpaid Base Salary, vacation pay and
other Benefits as of the termination date, unless otherwise required by law or
plan documents.



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(f)            By the Company for Other
than Cause. The Board of Directors may terminate this Agreement
for reasons other than Cause after giving at least forty-five (45) days’ prior
written notice of such termination to Executive.  In the event the Company terminates Executive
pursuant to this Section 6(f), Executive shall be entitled to:  (aa) payment of accrued and/or vested but
unpaid Base Salary, pro-rated Incentive Awards (calculated and paid when such
awards are paid to other employees generally), vacation pay and other Benefits
as of the termination date, unless otherwise required by law or plan documents;
(bb) payment of one year of Base Salary at the rate in effect as of the date of
termination in installments in accordance with the Company’s payroll practices
in effect at the time; and (cc) continuation of the Severance Period Fringe
Benefits for one year after the date of termination.  In the event the Company’s Severance Period
Fringe Benefit plans do not permit continued participation by Executive after
his termination, then Executive will instead be entitled to a lump sum payment
from the Company of the expected cost to Executive to purchase and continue the
Severance Period Fringe Benefit programs, as an individual or family
policyholder, grossed up for all local, state and Federal taxes at the maximum
tax rates.  Executive’s entitlement to
the Base Salary described in (bb) and the Severance Period Fringe Benefits
described in (cc) is conditional on his execution of a Severance Agreement and
General Release in substantially the same form attached hereto as Appendix
3.  TNS agrees to provide to Executive
within ten (10) days of termination the Severance Agreement and General Release
for execution.


(g)           Termination Following a
Change in Control. If the Executive’s employment is terminated
by the Company during the Protection Period other than for Cause, Disability or
as a result of the Executive’s death, or if the Executive terminates his
employment during the Protection Period for Good Reason, the Company shall,
subject to Section 7 of this Agreement, provide Executive with the following
within then (10) days of the effective date of the Severance Agreement and
General Release described below (the “Effective Date”) unless otherwise
indicated below:


(i)            The Executive’s
Base Salary and vacation pay (for vacation not taken) accrued but unpaid
through the date of termination of employment;


(ii)           a lump sum
severance payment in an amount equal to the product of 1.99 times the Executive’s
“Average Annual Compensation.”  For the
purposes of this Agreement, “Average Annual Compensation” shall be an amount
equal to the annual average of the sums of (x) the Executive’s annual Base
Salary from the Company plus (y) the amount of Incentive Awards accrued by TNS
for the Executive, in each case for the three calendar years that ended
immediately before (or, if applicable, coincident with) the Change in Control
Date;


(iii)          the Company shall
provide continuation of the Severance Period Fringe Benefits for two (2) years
after the date of termination.  In the
event the Company’s Severance Period Fringe Benefit plans do not permit
continued participation by Executive after his termination, then Executive will
instead be entitled to a lump sum payment from the Company of the expected cost
to Executive to purchase and continue the Severance Period Fringe Benefit
programs, as an individual or family policyholder, grossed up for all local,
state and Federal taxes at the maximum tax rate;


(v)           all of the Executive’s
Benefits accrued under any supplemental retirement plans, excess retirement
plans, and deferred compensation plans maintained by the Company or any of its
affiliates shall become immediately vested in full;


(vi)          all of the Executive’s
outstanding options to purchase shares of the common stock of Parent shall
become immediately vested and exercisable in full; and


(vii)         all of the Executive’s
outstanding shares of restricted stock shall become immediately vested in full.


Executive’s entitlement
to the foregoing benefits described in this Section 6(g) is conditional on his
execution of a Severance Agreement and General Release in substantially the
same form as is attached hereto as Appendix 3. 
TNS agrees to provide to Executive within ten (10) days of termination
the Severance Agreement and General Release for execution.



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For the purposes
of this Section 6(g) and Section 6(h) of this Agreement, the following terms
are defined below:


“Change in Control” shall mean a change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), whether or not the Parent is then subject to such
reporting requirements; provided that, without limitation, a Change in Control
shall be deemed to have occurred if (i) any person or group (as such terms
are used in section 13(d) and 14(d) of the Exchange Act) is or
becomes beneficial owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Parent representing fifty
percent (50%) or more of the combined voting power of the Parent’s then
outstanding securities; or (ii) during any period of two consecutive years, the
following persons (the “Continuing Directors”) cease for any reason to
constitute a majority of the Board: individuals who at the beginning of such
period constitute the Board and new directors each of whose election to the
Board or nomination for election to the Board by the Parent’s security holders
was approved by a vote of at least two thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved; or
(iii) the security holders of the Parent approve a merger or consolidation
of the Parent with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Parent outstanding
immediately before the merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities of such
surviving entity) a majority of the voting securities of the Parent or of such
surviving entity outstanding immediately after such merger or consolidation; or
(iv) the security holders of the Parent approve a plan of complete
liquidation of Parent or the Company or an agreement for the sale or
disposition by the Parent or the Company of all or substantially all of its
assets; provided, further, that notwithstanding the foregoing, a Change of
Control shall not be deemed to have occurred for purposes of this Agreement in
the event that a transaction or event occurs that but for this clause would
otherwise have been deemed a Change of Control for purposes of this Agreement
and (A) such transaction or event results in the effects described in
Rule 13e-3(a)(3)(ii) under the Exchange Act (regardless of whether the
transaction or event is or is not a “Rule 13e-3 transaction” as defined in
Rule 13e-3(a)(3) of the Exchange Act) and (B) immediately following
the consummation of any such transaction or event the Executive has beneficial
ownership of, or the right to receive, equity securities of (1) Parent or the
Company, or any successor of Parent or the Company; or (2) a holder of an
equity security of Parent who was not an affiliate of Parent prior to such
transaction or event, in either case of (1) or (2) in an amount that is greater
on a pro rata basis than the equity interest 
held by the Executive in Parent immediately prior to the consummation of
any such transaction or event.


The “Change in
Control Date” shall be any date during the term of this Agreement on which a
Change in Control occurs. Notwithstanding any contrary provision in this
Agreement, if the Executive’s employment or status as an elected or appointed
officer with the Company is terminated by the Company within six months before
the date on which a Change in Control occurs, and it is reasonably demonstrated
that such termination (i) was at the request of a third party who has
taken steps reasonably calculated or intended to effect a Change in Control or
(ii) otherwise arose in connection with or anticipation of a Change in
Control, then for the purposes of this Agreement the “Change in Control Date”
shall mean the date immediately before the date of such termination.



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During the Protection Period, Executive may terminate his employment
hereunder for Good Reason after giving at least 30 days’ notice to the Company
of the alleged Good Reason and the Company fails to cure said Good Reason
within said notice period.  The date of
such termination must be no more than 90 days from the date of the occurrence
giving rise to the Good Reason.  For
purposes of this Section 6(g), “Good Reason” means that, without Executive’s
prior written consent:


(i)            the assignment to
the Executive within the Protection Period of any duties inconsistent in any
respect with the Executive’s position (including status, offices, titles and
reporting requirements, authority, duties, or responsibilities) or any other
action that results in a diminution in such position, authority, duties, or
responsibilities excluding for this purpose an isolated, insubstantial, and
inadvertent action that is not taken in bad faith and is remedied by TNS
promptly after receipt of notice given by the Executive;


(ii)           a reduction by the
Company in the Executive’s Base Salary in effect immediately before the
beginning of the Protection Period or as increased from time to time after the
beginning of the Protection Period;


(iii)          a failure by TNS to
maintain plans providing Benefits at least as beneficial as those provided by
any benefit or compensation plan (including, without limitation, any incentive
compensation plan, bonus plan, or program, retirement, pension or savings plan,
life insurance plan, health and dental plan, or disability plan) in which the
Executive is participating immediately before the beginning of the Protection
Period or any action taken by TNS that would adversely affect the Executive’s
participation in, or reduce the Executive’s opportunity to benefit under, any
of such plans or deprive the Executive of any material fringe benefit enjoyed
by him immediately before the beginning of the Protection Period; provided,
however, that a reduction in benefits under TNS’ tax qualified retirement,
pension, or savings plans or its life insurance plan, health and dental plan,
disability plans, or other insurance plans, which reduction applies generally
to participants in the plans and has a de minimis effect on the Executive shall
not constitute “Good Reason” for termination by the Executive;


(iv)          the Company
requiring the Executive, without the Executive’s written consent, to be based
at any office or location in excess of 25 miles from his office location
immediately before the beginning of the Protection Period, except for travel
reasonably required in the performance of the Executive’s responsibilities;


(v)           any purported
termination by the Company of the Executive’s employment for Cause otherwise
than as provided in Section 6(e) of this Agreement; or


(vi)          any failure by TNS
to obtain the assumption of the obligations contained in this Agreement by any
successor as contemplated in Section 9(c) of this Agreement.


“Protection Period”
means the period beginning on the Change in Control Date and ending on the last
day of the 24th calendar month following the Change in Control Date.



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(h)             Adjustment in Benefits.  In the event that Executive becomes entitled
to the payments and benefits described in this Section 6 (together with any
other benefits to which Executive is entitled hereunder following a termination
entitling Executive to the payments and benefits of this Section 6, the “Severance
Benefits”), if (x) the Severance Benefits equal or exceed 110% of three times
Executive’s “base amount” determined for purposes of Section 280G of the Code,
the Company shall pay to Executive an additional amount (the “Gross-Up Payment”)
equal to the sum of any excise tax imposed under Section 280G of the Code (“Excise
Tax”) on Executive by reason of receiving the Severance Benefits plus the
amount necessary to place Executive in the same after-tax position (taking into
account any and all applicable federal, state and local excise, income and
other taxes on the Gross-Up Payment) as if no Excise Tax had been imposed on
the Severance Befits and no Gross-Up Payment had been made to Executive, and if
(y) the Severance Benefits are less than 110% of three times Executive’s “base
amount” determined for purposes of Section 280G of the Code, the Severance
Benefits shall be limited to no more than 2.99 times Executive’s “base amount”
determined for purposes of Section 280G of the Code.  For purposes of determining whether any of
the Severance Benefits will be subject to the Excise Tax and the amount of such
Excise Tax, (i) any other payments or benefits received or to be received by
Executive in connection with a Change in Control or Executive’s termination of
employment (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with TNS, any person whose actions result in a change
in control or any person affiliated with the Company or such person) shall be
treated as “parachute payments” within the meaning of Section 280G(b)(2) of the
Code, and all “excess parachute payments” within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in
the opinion of tax counsel selected by TNS’ independent auditors and reasonably
acceptable to Executive such other payments or benefits (in whole or in part)
do not constitute parachute payments, including without limitation by reason of
Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole
or in part) represent reasonable compensation for services actually rendered,
within the meaning of Section 280G(b)(4)(B) of the Code in excess of the Base
Amount as defined in Section 280G(b)(3) of the Code allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax, (ii) the
amount of the Severance Benefits that shall be treated as subject to the Excise
Tax shall be equal to the lesser of (a) the total amount of the Severance
Benefits or (b) the amount of excess parachute payments within the meaning of
Section 280G(b)(1) of the Code (after applying clause (i) above), and (iii) the
value of all non-cash benefits or any deferred payment or benefit shall be
determined by TNS’ independent auditors in accordance with the principles of
Section 280G(d)(3) and (4) of the Code. 
For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of his residence on the date of
termination, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.  In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account hereunder
in the computation of the Gross-Up Payment, Executive shall repay to the
Company (without interest), at the time that the amount of such reduction in
Excise Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment
attributable the Excise tax and federal, state and local income and employment
tax imposed on the portion of the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in the Excise Tax and/or
in a federal, state or local income or employment tax deduction).  In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the
computation of the Gross-Up Payment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
payment), the Company shall make an additional Gross-Up Payment in respect of
such excess (plus any interest, penalties or additions payable by Executive
with respect to such excess) at the time that the amount of such excess is
finally determined.  Executive and TNS
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Severance Benefits.


(i)            Notice of Termination.
Termination of this Agreement by TNS or termination of this Agreement by
Executive shall be communicated by written notice to the other Party hereto,
specifically indicating the termination provision relied upon.


(j)            Property.  Upon the termination of Executive’s
employment under this Agreement, for any reason, or at any time upon request
from the Company, Executive shall return all property of TNS, and all copies,
excerpts or summaries of such property in whatever form, that are in his
possession, custody or control.



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(k)           Rules under Section 409A
of the Internal Revenue Code. 
Notwithstanding anything set forth above in Section 6 of this Agreement
to the contrary, if Executive incurs a separation from service with TNS and, at
the time of such separation from service, Executive qualifies as a “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code
of 1986, as amended (the “Code”), and becomes entitled to a distribution under
Section 6 of this Agreement as a result of such separation from service, then
any distribution otherwise payable to Executive during the first 6 months after
the date of such separation from service pursuant to Section 6 shall be subject
to the following rules:


(i)            Any
payment, under Section 6 of this Agreement, to which Section 409A(a)(2) does
not apply, shall be paid pursuant to its original terms as set forth in Section
6.


(ii)           Any
payment, under Section 6 of this Agreement, to which Section 409A(a)(2) does
apply, shall be paid as follows:  (a)
with respect to any payment under Section 6 which is otherwise payable in a
lump sum distribution, such payment shall be paid in a lump sum distribution on
the later of (A) the date such payment becomes ascertainable and payable in
accordance with the program under which it is being made or (B) during the
seventh month following the month in which the Executive separates from service
with TNS and (b) with respect to any payment under Section 6 which is otherwise
payable in monthly installment payments, TNS shall provide a lump sum payment
during the seventh month following the date on which the Executive separates
from service with TNS equal to the aggregate amount which would have been paid
to the Executive during the first 6 months of the scheduled monthly installment
payments and thereafter, the remaining monthly installments owed under Section
6 will be paid pursuant to the original schedule set forth in the Agreement.


Executive agrees to
execute such further reasonable amendments to this Agreement as TNS may
determine, from time to time, are necessary to ensure compliance with Section
409A of the Internal Revenue Code.



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7.             Noncompetition and Nonsolicitation.  Executive acknowledges that in the course of
his employment with the Company he has and will become familiar with the
Company’s and its affiliates’ trade secrets and with other confidential
information concerning The Company and its affiliates and that his services
will be of special, unique and extraordinary value to the Company and its
affiliates.  Therefore, Executive agrees
that:


(a)           Noncompetition.  During the Term and for a period of one (1)
year thereafter, regardless of the reasons for the ending of the Term (the “Noncompete
Period”), Executive shall not, directly or indirectly, either alone or in
association with others, own, manage, operate, sell, control or participate in
the ownership, management, operation, sales or control of, be involved with the
development efforts of, serve as a technical advisor to, license intellectual
property to, provide services to or in any manner engage in any business that
competes with any business in which the Company or any of its affiliates is
engaged as of the date of Executive’s termination or resignation; provided,
however, that Executive may own as a passive investor up to 5.0% of any class
of an issuer’s publicly traded securities.


(b)           Nonsolicitation.
During the Noncompete Period, Executive shall not, directly or indirectly,
alone or in association with others, (i) induce or attempt to induce any
employee of the Company or any of its affiliates to leave the employ of the
Company or such affiliate, or in any way interfere with the relationship
between the Company and any of its affiliates and any employee thereof;
(ii) hire any person who was an employee of the Company or any of its
affiliates within one year prior to the time such employee was hired by
Executive; (iii) induce or attempt to induce any customer, supplier,
licensee or other business relation of the Company or any of its affiliates to
cease doing business with the Company or such affiliate or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company or any of its affiliates; or (iv) acquire or
attempt to acquire an interest in any business which relates to any business of
the Company or any of its affiliates and with which the Company and any of its
affiliates has entered into substantive negotiations or has requested and
received confidential information relating to the acquisition of such business
by the Company or any of its affiliates in the two-year period immediately
preceding the termination of employment.



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(c)           Business Scope
and Geographical Limitation. Executive acknowledges (i) that the business
of the Company and its affiliates is, and is expected to remain, international
in scope and without geographical limitation; (ii) notwithstanding the state of
incorporation or principal office of the Company or any of its affiliates, or
any of their respective executives or employees (including Executive), it is
expected that the Company and its affiliates will have business activities and
have valuable business relationships within its industry throughout the world;
and (iii) as part of his responsibilities, Executive will travel around the
world in furtherance of the Company’s and its affiliates’ businesses and their
relationships.  Accordingly, the
restrictions set forth in this Section 7 shall be effective in all cities,
counties and states of the United States and all countries in which the Company
or any of its affiliates has an office or is engaged in business as of the date
of Executive’s termination or resignation.


(d)           Enforcement.  If, at the time of enforcement of this
Section 7, a court holds that the restrictions stated herein are unreasonable
under circumstances then existing, the parties hereto agree that the maximum
duration, scope or geographical area reasonable under such circumstances shall
be substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law.


(e)           Additional
Acknowledgments.  Executive
acknowledges that the provisions of this Section 7  are
in consideration of employment with the Company and the additional
good and valuable consideration as set forth in this Agreement.  Executive acknowledges that he has carefully
read this Agreement and has given careful consideration to the restraints
imposed upon Executive by this Agreement, and is in full accord as to their
necessity for the reasonable and proper protection of confidential and
proprietary information of the Company and its affiliates now existing or to be
developed in the future.  Executive
expressly acknowledges and agrees that each and every restraint imposed by this
Agreement was discussed in good faith between the parties hereto and is
reasonable with respect to subject matter, time period and geographical
area.  During the Term and the Noncompete
Period, Executive agrees to provide the Company (upon the Company’s reasonable
request) with such information as may be necessary to demonstrate Executive’s
compliance with the terms and provisions of this Agreement.



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8.             Confidential
Information.


(a)           Obligation to
Maintain Confidentiality.  Executive
acknowledges that the information, observations and data obtained by him during
the course of his performance under this Agreement concerning the business and
affairs of the Company and its affiliates are the property of the Company or
such affiliates, including information concerning acquisition opportunities in
or reasonably related to the Company’s or any of its affiliates’ business or
industry of which Executive becomes aware during the Term. Therefore, Executive
agrees that he will not disclose to any unauthorized person or use for his own
account any of such information, observations or data without the prior written
consent of the Chief Executive Officer or the Chief Operating Officer, unless,
and then only to the extent that, the aforementioned matters become generally
known to and available for use by the public other than as a result of
Executive’s acts or omissions to act. 
Executive agrees to deliver to the Company upon termination of
employment, or at any other time the Company may request in writing, any and
all property belonging to the Company and its affiliates in his possession or
under his control including, but not limited to, any memoranda, notes, plans,
records, reports, documents, discs and other data storage media (and any copies
thereof).


(b)           Ownership of
Property.  Executive expressly
understands and agrees that any and all right, title or interest he has or
obtains in any documentation, trade secrets, technical specifications, data,
know-how, inventions, concepts, ideas, techniques, innovations, discoveries,
improvements, developments, methods, processes, programs, designs, analyses,
drawings, reports, memoranda, marketing plans, and all similar or related
information  (whether or not patentable)
conceived, devised, developed, contributed to, made, reduced to practice or
otherwise had or obtained by Executive (either solely or jointly with others)
during the Term that relate to the Company’s or any of its affiliates’ actual
or anticipated business, research and development, or existing or future
products or services, or that arise out of Executive’s employment with the
Company or any of its affiliates (including any of the foregoing that
constitutes any proprietary information or records) (“Work Product”) belong to
the Company or the respective affiliate, and Executive hereby assigns, and
agrees to assign, all of the above Work Product to the Company or to such
affiliate.  Any copyrightable work
prepared in whole or in part by Executive in the course of his work for any of
the foregoing entities shall be deemed a “work made for hire” under the
copyright laws, and the Company or such affiliate shall own all rights
therein.  To the extent that any such
copyrightable work is not a “work made for hire,” Executive hereby assigns, and
agrees to assign, to the Company or the respective affiliate all of his right,
title and interest in and to such copyrightable work.  Executive shall promptly disclose such Work
Product and copyrightable work to the Chief Executive Officer or Chief
Operating Officer and perform all actions reasonably requested by the Board
(whether during or after the Employment Period) to establish and confirm the
Company’s or the respective affiliate’s ownership therein (including executing
and delivering any assignments, consents, powers of attorney and other
instruments).



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(c)           Third Party
Information. Executive understands that the Company and its affiliates will
receive from third parties confidential or proprietary information (“Third
Party Information”) subject to a duty on the Company’s and such affiliates’
part to maintain the confidentiality of such information and to use it only for
certain limited purposes.  During the
Term and thereafter, and without in any way limiting the provisions of Section
8(a) above, Executive will hold Third Party Information in the strictest
confidence and will not disclose to anyone (other than personnel of the Company
or its affiliates who need to know such information in connection with their
work for the Company or such affiliates) or use, except in connection with his
work for the Company or such affiliates, Third Party Information without the
prior written consent of the Chief Executive Officer or the Chief Operating
Officer.


(d)           Use of
Information of Prior Employers. 
During the Term, Executive will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employers or
any other person to whom Executive has an obligation of confidentiality, and
will not bring onto the premises of the Company or any of its affiliates any
unpublished documents or any property belonging to any former employer or any
other person to whom Executive has an obligation of confidentiality unless
consented to in writing by the former employer or person.  Executive will use in the performance of his
duties only information which is (i)(x) common knowledge in the industry or (y)
is otherwise legally in the public domain; (ii) is otherwise provided or
developed by the Company or its affiliates; or (iii) in the case of
materials, property or information belonging to any former employer or other
person to whom Executive has an obligation of confidentiality, approved for
such use in writing by such former employer or person.


9.             Arbitration.  All disputes concerning the application,
interpretation or enforcement of this Agreement or otherwise arising out of the
relationship between Executive, on the one hand, and the Company or Parent, on
the other hand, except for those arising under Section 7 or 8 of this
Agreement, shall be resolved exclusively by final and binding arbitration
before a single arbitrator in accordance with the Employment Rules of the
American Arbitration Association then in effect.  The arbitration shall be held in Washington,
D.C., and the arbitrator shall have the authority to permit the parties to
engage in reasonable pre-hearing discovery. 
In any litigation or arbitration to enforce this Agreement, the
prevailing party will be awarded reasonable attorneys’ fees and costs.  Each Party knowingly and voluntarily waives
its right to a trial by jury with respect to disputes that are covered by this
Section 9.


10.           Notices.  Any notice provided for or required by
this Agreement must be in writing and must be either personally delivered,
mailed by first class mail (postage prepaid and return receipt requested) or
sent by reputable overnight courier service (charges prepaid) to the recipient
at the addresses indicated below or to such other address as a Party may
designate in writing to the other Party:


If to the Company
or Parent:


Transaction Network
Services, Inc.


11480 Commerce Park Drive


Suite 600


Reston, VA  20191


Attention:  Chief Executive Officer



 15
 









With a copy to:


Arent Fox PLLC


1050 Connecticut Avenue,
N.W.


Washington, D.C.  20036


Attention:  Jeffrey E. Jordan, Esquire


If to Executive:


To his last known
home address on file with the Company


11.           No Waiver.  The failure of either Party at any time to
enforce any provision of this Agreement or to exercise any remedy, option,
right, power or privilege provided for herein, or to require the performance by
the other party of any of the provisions hereof, shall in no way be deemed a
waiver of such provision at the same or at any prior or subsequent time.


12.           Governing Law.  This Agreement is governed by and shall be
construed in accordance with the laws of the Commonwealth of Virginia, without
reference to the principles of conflict of laws therein.  Executive agrees to submit to personal
jurisdiction and venue in the Commonwealth of Virginia.


13.           Validity.
The invalidity or unenforceability of any provision or provisions of this
Agreement shall not be deemed to affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and
effect.  The court or arbitrator will
modify any invalid or unenforceable provision to make it valid and enforceable
to the maximum extent permitted by law.


14.           Successors.  This Agreement shall be binding upon TNS, its
successors and assigns, including any corporation or other business entity
which may acquire all or substantially all of TNS’ assets or business, or
within which TNS may be consolidated or merged, or any surviving corporation in
a merger involving TNS.


15.           Waiver or Modification of
Agreement.  No waiver or
modification of this Agreement shall be valid unless in writing and duly
executed by both Parties.


16.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which and together will constitute one and the same
instrument.


17.           Entire Agreement.    This Agreement represents the entire
agreement, and supersedes all other agreements, discussions or understandings
concerning the subject matter.


[REMAINDER OF PAGE
LEFT INTENTIONALLY BLANK]



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IN
WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date and year first above written.


	
  

  	
  TRANSACTION NETWORK SERVICES, INC.: 

  	
   

  	
  EXECUTIVE: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Q. Keegan

  	
   

  	
   

  
	
   

  	
  Michael Q. Keegan -COO 

  	
   

  	
  /s/ Mark Cole

  
	
   

  	
   

  	
   

  	
  Mark Cole

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TNS, INC.: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael Q. Keegan 

  	
   

  	
   

  
	
   

  	
  Michael Q. Keegan -COO

  	
   

  	
   

  



 



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APPENDIX 1


SUMMARY OF EXECUTIVE BENEFITS


This Summary of Executive Benefits (“Summary”)
describes certain benefits that the Company currently provides to the
Executive.  The Company may provide other
benefits to the Executive not described in this Summary but which are described
in the Company’s Employee Handbook.  With
respect to any benefit listed below which is a reimbursement, Executive must
submit all required documentation by no later than February 14 of the year
following the year in which the expenses to be reimbursed were incurred so that
the reimbursement may be paid by no later than March 15 of the year following
the year in which the expenses were incurred. 
Failure to submit such documentation by such February 14 will result in
denial of the reimbursement.  No
exceptions will be made to this requirement.


1.             Health
Benefits: 
Executive (including his family) is eligible for medical, vision and
dental insurance provided through TNS’ agreement with the current health plan
provider as described in the Employee Handbook, with premiums being paid by
TNS.  In addition, TNS will reimburse
Executive up to $300 for health insurance deductibles, plus cover out-of-pocket
medical expenses (i.e., medical expenses not
covered by the health plan provider) up to $5,000, for a total of $5,300 per
year.


2.             Life
Insurance:  TNS will provide Executive with life
insurance benefits equal to an amount two times his annual Base Salary, rounded
to the next higher $1,000, to a maximum amount of life benefits of $400,000.  Premiums for this coverage are paid by TNS.


3.             Leave
Benefits: 
Executive receives a total of One Hundred and Ninety-Two (192) hours of
paid leave, which is earned at a rate of eight (8) hours per pay period.  This time can be used for vacation or sick
leave.  Only Eighty (80) hours of accrued
leave may be carried over to the next year. 
If Executive leaves TNS, provided that he has been employed for at least
six months, Executive will be paid for two-thirds of Executive’s accrued leave
balance.  The remaining third is assumed
to be sick leave and is not paid to the terminating Executive.  Executive also is eligible for Bereavement,
Military, and Maternity/Paternity leave as provided in the Employee Handbook.


4.             Car
Allowance:  TNS
will provide Executive $1,600 per month as a car allowance.  This car allowance will be paid to Executive
through the payroll system and will be reported as income on the year-end W-2
form.  A request for any tax deduction
related to business use of Executive’s vehicle will be the sole responsibility
of Executive.  With respect the car
allowance, the Executive may request that TNS lease for the Executive a car,
provided that the monthly lease payment is equal to or less than the monthly
car allowance.


5.             Cellular
Phone and Mobile E-mail:  Executive is eligible to receive one cellular
telephone and one mobile e-mail device for use in connection with TNS’
business.  The phone and mobile e-mail
device will remain the property of the TNS and must be returned upon
termination of Executive’s employment with TNS.


6.             Travel Benefits:  Executive will be entitled to reimbursement
for the purchase of airline coupons used to upgrade from economy/coach class to
first class on domestic air travel, and Executive is authorized to fly business
class during international travel. 
Executive is entitled to reimbursement for the cost of maintaining
membership for access to hospitality lounges of no more than two (2) airlines.


7.             Club Membership.  Executive will be entitled to reimbursement
of (i) the monthly membership dues and (ii) any periodic assessments associated
with maintaining membership at one private club (golf or other).



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