Exhibit
10.3


EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT dated as of March 10, 2006 (“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 Henry H.
Graham, Jr. (“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, Chief Financial
Officer and Treasurer 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 January 1,
2006 through December 31, 2009, 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 three (3) months’ 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 



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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). The Company hereby acknowledges
that Executive has been employed by the Company since July 1, 1998.


3.    Position and Duties.
Executive shall serve as the Executive Vice President, Chief Financial Officer
and Treasurer of TNS, shall report directly to the Chief Executive 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 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 $334,750
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 2007 and
annually thereafter, the Base Salary shall be subject to annual review and
possible increase by the Board of Directors, 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”) and shall be subject, in accordance with the terms of
the AIP, to an annual cap equal to 2 times 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. Executive’s target annual award opportunity under the LTIP
shall be 170% of the Base Salary (the “LTIP Annual Target”) and shall be
subject, in accordance with the terms of the LTIP, to an annual cap equal to 2
times the LTIP Annual Target. 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.



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(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.


(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 30 days’ notice to the Company. 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 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, 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 two years 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 Fringe Benefits for
two years after the date of termination. In the event the Company’s 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 all such
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 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 ninety (90) 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, 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.


(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 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; (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 (A) reasonable
notice setting forth the reasons for the Company’s intention to terminate the
Executive’s employment for “Cause”; (B) a reasonable opportunity, at any
time during the 30 day period after the Executive’s receipt of such notice, for
the Executive, together with his counsel, to be heard before the Board; and (C) a
notice of termination stating that, in the good faith opinion of not less than
a majority of the entire 



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membership of the Board,
the Executive was guilty of the conduct set forth in clauses (i), (ii), (iii) or
(iv) of the first sentence of this Section 6(e).


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.


(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 ninety (90) 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 two years 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 Fringe
Benefits for two years after the date of termination. In the event the Company’s
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 all
such 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 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. 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 



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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 2.99 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)     within
30 days of the Effective Date, upon surrender by the Executive of the outstanding
options to purchase shares of common stock (“Shares”) of Parent granted to the
Executive by the Parent (the “Outstanding Options”) and any stock appreciation
rights granted to the Executive by the Parent (“SARs”), an amount with respect
to each Outstanding Option and SAR (whether vested or not) equal to the
difference between the exercise price of such Outstanding Options and SARs and
the higher of (x) the fair market value of the Shares on the date of such
termination (but not less than the closing price for the Shares on the New York
Stock Exchange, or such other national stock exchange on which such shares may
be listed, on the last trading day such shares traded prior to the date of
termination); and (y) the highest price paid for Shares or, in the cases
of securities convertible into Shares or carrying a right to acquire Shares,
the highest effective price (based on the prices paid for such securities) at
which such securities are convertible into Shares or at which Shares may be
acquired, by any person or group whose acquisition of voting securities has
resulted in a Change in Control of the Parent; provided, however, that this Section 6(g)(iii) shall
not apply to the surrender of any Outstanding Option that is an incentive stock
option (within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”));


(iv)     the
Company shall provide continuation of Fringe Benefits for three years after the
date of termination. In the event the Company’s Fringe Benefit plans do not permit
continued participation by Executive after his termination, then Executive will
instead be 



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entitled to a lump sum payment from the Company of the
expected cost to Executive to purchase and continue all such 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 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 (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.


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 (as such term is 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 25 percent 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 



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the period or whose
election or nomination for election was previously so approved; or (iii) the
securityholders 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.


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.


“Good Reason”
means:


(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;



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(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.


(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 



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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 



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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.


7.    Noncompetition
and Nonsolicitation. Executive acknowledges that in the course
of his employment with the Company he has and will become familiar with the 



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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 (i) in the case of termination by the Company without
Cause or resignation by Executive for Good Reason, for a period of two years
thereafter, or (ii) in the case of termination or resignation for any
other reason, for a period of one year thereafter (as applicable, 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 



 15
 








necessary
to demonstrate Executive’s compliance with the terms and provisions of this
Agreement.


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 



 16
 








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).


(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 



 17
 








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:  General Counsel



 18
 








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.



 19
 








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. The Amended and Restated Senior Management
Agreement among Executive, the Company and Parent, dated March 19, 2004,
is hereby terminated (except for any provisions relating to the continued
vesting of Carried Shares after the date hereof).


[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/ John J.
  McDonnell, Jr. 

  	
   

  	
   

  	
  /s/ Henry H. Graham, Jr. 

  
	
   

  	
  John J.
  McDonnell, Jr. 

  	
   

  	
   

  	
  Henry H. Graham, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TNS, INC.: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John J.
  McDonnell, Jr.

  	
   

  	
   

  	
   

  
	
   

  	
  John J.
  McDonnell, Jr.

  	
   

  	
   

  	
   

  



 


 



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