Exhibit 10.1


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
John J. McDonnell, 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 Chairman and Chief Executive 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 April 1, 1990.


3.    Position and Duties.
Executive shall serve as Chairman and Chief Executive Officer of TNS 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 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.


During the Term,
TNS shall nominate and take such action as may be necessary or appropriate to
seek stockholder election of Executive to the Board of Directors. Executive
agrees to resign from the Board of Directors in connection with, and effective
upon, termination of his employment with the Company, unless specifically
requested by the Board of Directors in writing to complete his term.


4.    Base Salary and Incentives.


(a)            Base Salary. During
the Term, the Company will pay Executive a base salary at the rate of $650,000
per annum, less customary withholdings and deductions (the “Base



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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.


(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 100% 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 250% 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



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


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


(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.



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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.


(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



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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.


(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 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)



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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 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.



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


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


(ii)   a lump sum severance payment in an amount equal
to the product of 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



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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 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)



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during any period of two
consecutive years, the following persons (the “Continuing Directors”) cease for
any reason to constitute a majority of the Board: individuals who at the
beginning of such period constitute the Board and new directors each of whose
election to the Board or nomination for election to the Board by the Parent’s
security holders was approved by a vote of at least two thirds of the directors
then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved; or
(iii) the 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



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this purpose an isolated, insubstantial, and inadvertent action that is
not taken in bad faith and is remedied by TNS promptly after receipt of notice
given by the Executive;


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


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


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


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


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


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


 



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h)           Adjustment in Benefits.
In the event that Executive becomes entitled to the payments and benefits
described in this Section 6 (together with any other benefits to which
Executive is entitled hereunder following a termination entitling Executive to
the payments and benefits of this Section 6, the “Severance Benefits”), if
(x) the Severance Benefits equal or exceed 110% of three times Executive’s
“base amount” determined for purposes of Section 280G of the Code, the
Company shall pay to Executive an additional amount (the “Gross-Up Payment”)
equal to the sum of any excise tax imposed under Section 280G of the Code
(“Excise Tax”) on Executive by reason of receiving the Severance Benefits plus
the amount necessary to place Executive in the same after-tax position (taking
into account any and all applicable federal, state and local excise, income and
other taxes on the Gross-Up Payment) as if no Excise Tax had been imposed on
the Severance Befits and no Gross-Up Payment had been made to Executive, and if
(y) the Severance Benefits are less than 110% of three times Executive’s
“base amount” determined for purposes of Section 280G of the Code, the
Severance Benefits shall be limited to no more than 2.99 times Executive’s
“base amount” determined for purposes of Section 280G of the Code. For
purposes of determining whether any of the Severance Benefits will be subject
to the Excise Tax and the amount of such Excise Tax, (i) any other
payments or benefits received or to be received by Executive in connection with
a Change in Control or Executive’s termination of employment (whether pursuant
to the terms of this Agreement or any other plan, arrangement or agreement with
TNS, any person whose actions result in a change in control or any person
affiliated with the Company or such person) shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and
all “excess parachute payments” within the meaning of
Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax, unless in the opinion of tax counsel selected by TNS’ independent
auditors and reasonably acceptable to Executive such other payments or benefits
(in whole or in part) do not constitute parachute payments, including without
limitation by reason of Section 280G(b)(4)(A) of the Code, or such
excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the Code in excess of the Base Amount as
defined in Section 280G(b)(3) of the Code allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax,
(ii) the amount of the Severance Benefits that shall be treated as subject
to the Excise Tax shall be equal to the lesser of (a) the total amount of the
Severance Benefits or (b) the amount of excess parachute payments within 



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the meaning of
Section 280G(b)(1) of the Code (after applying clause
(i) above), and (iii) the value of all non-cash benefits or any
deferred payment or benefit shall be determined by TNS’ independent auditors in
accordance with the principles of Section 280G(d)(3) and (4) of
the Code. For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of his residence on the date of
termination, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder in the computation of the Gross-Up Payment, Executive shall
repay to the Company (without interest), at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up Payment
attributable the Excise tax and federal, state and local income and employment
tax imposed on the portion of the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in the Excise Tax and/or
in a federal, state or local income or employment tax deduction). In the event
that the Excise Tax is determined to exceed the amount taken into account
hereunder at the time of the computation of the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest, penalties or
additions payable by Executive with respect to such excess) at the time that
the amount of such excess is finally determined. Executive and TNS shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Severance Benefits.


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



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(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
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



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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.


(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



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


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
Board, 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, 



 16
 








 


reports,
memoranda, marketing plans, and all similar or related information  (whether or not patentable) conceived,
devised, developed, contributed to, made, reduced to practice or otherwise had
or obtained by Executive (either solely or jointly with others) during the Term
that relate to the Company’s or any of its affiliates’ actual or anticipated
business, research and development, or existing or future products or services,
or that arise out of Executive’s employment with the Company or any of its
affiliates (including any of the foregoing that constitutes any proprietary
information or records) (“Work Product”) belong to the Company or the
respective affiliate, and Executive hereby assigns, and agrees to assign, all
of the above Work Product to the Company or to such affiliate. Any
copyrightable work prepared in whole or in part by Executive in the course of
his work for any of the foregoing entities shall be deemed a “work made for
hire” under the copyright laws, and the Company or such affiliate shall own all
rights therein. To the extent that any such copyrightable work is not a “work
made for hire,” Executive hereby assigns, and agrees to assign, to the Company
or the respective affiliate all of his right, title and interest in and to such
copyrightable work. Executive shall promptly disclose such Work Product and
copyrightable work to the Board 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
Board.



 17
 








 


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


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


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



 18
 








 


If to the Company or Parent:


Transaction Network Services, Inc.

11480 Commerce Park Drive

Suite 600

Reston, VA  20191

Attention:  General Counsel


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



 19
 








 


all of TNS’ assets or
business, or within which TNS may be consolidated or merged, or any surviving
corporation in a merger involving TNS.


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


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


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

  	
   

  	
     /s/ John J.
  McDonnell, Jr.

  
	
   

  	
  Henry H. Graham, Jr.

  	
   

  	
     John J.
  McDonnell, Jr.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TNS, INC.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Henry H. Graham, Jr.

  	
   

  	
   

  
	
   

  	
  Henry H. Graham, Jr.

  	
   

  	
   

  



 


 



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