Exhibit 10.5


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 Matthew M. Mudd (“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 and Chief Development
Officer 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 November 5, 1990.


3.    Position and Duties.
Executive shall serve as Executive Vice President and Chief Development Officer
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 (which
shall include global product development, integration and management and global
software systems development and integration) 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 $291,750
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 



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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.


(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 35% 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 150% 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 



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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.


(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 



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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.


(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 



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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.


(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 



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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 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, 



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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 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”));



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(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 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 



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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 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;


 



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(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.


(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



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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



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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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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 (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



 14
 








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.


(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



 15
 








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.


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



 16
 








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).


(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



 17
 








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:  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/ Matthew M. Mudd

  
	
   

  	
   

  	
  John J. McDonnell, Jr.

  	
   

  	
  Matthew M. Mudd

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TNS, INC.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ John J. McDonnell, Jr.

  	
   

  	
   

  
	
   

  	
   

  	
  John J. McDonnell, Jr.

  	
   

  	
   

  



 


 



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