Employment Agreement



 Exhibit 10.3.5 
 Amendment No. 1 
 to the Employment Agreement with Tony G. Holcombe 
 This Amendment No. 1 to the Employment Agreement dated as of January 9, 2006 (the “Agreement”), between Syniverse Technologies, Inc.
(the “Company”), Syniverse Holdings, Inc. and Tony G. Holcombe (“Executive”) is made this 30 day of December 2008. 
 The Company and Executive have determined that it is in their best interests to amend the Agreement to include special provisions intended to ensure documentary compliance with Internal Revenue Code Section 409A relating to deferred
compensation. In consideration of the mutual covenants contained herein and the continued employment of Executive by the Company, the parties agree as follows: 
 1. Section 409A. The Agreement is hereby amended by adding the following Section 25: 
 “25. Provisions Relating to Section 409A of the Code 
 (a) General. This Agreement shall be
interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as
amended, and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code) (“Section 409A”). Nevertheless, the tax treatment of the
amounts or benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by
Executive as a result of the application of Section 409A. 
 (b) Separation from Service. Notwithstanding anything
in this Agreement to the contrary, as required by Section 409A, the severance payments under subsection 5(d)(i), whether payable by reason of subsections 5(b), (d) or (e), and any other amount or benefit that would otherwise be payable or
distributable hereunder by reason of Executive’s termination of employment (collectively, the “Termination Benefits”), will not be payable or distributable to Executive unless the circumstances giving rise to such termination of
employment meet any description or definition of “separation from service” in Section 409A (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the
vesting of any amount upon Executive’s termination of employment or the determination of the amounts owed to him due to such termination. If this provision prevents the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by subsection 5(f) herein. 







 (c) Timing of Waiver and Release of Claims. Whenever in this Agreement the
provision of payment or benefit is conditioned on Executive’s execution and non-revocation of a waiver and release of claims, such waiver and release must be executed, and all revocation periods must have expired, within 60 days after the date
of termination of Executive’s employment, but the Company may elect to commence payment at any time during such 60-day period. 
 (d) Timing of Reimbursements and In-kind Benefits. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, including but not limited to subsection 3(f) and Section 23, and such payments
or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an
eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of such expenses shall be subject to liquidation or exchange for another benefit. Any
reimbursement shall be for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement). 
 (e) Treatment of Installment Payments. Each installment payment of severance benefits shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of
Section 409A.” 
 2. Except as expressly amended hereby, the terms of the Agreement shall be and remain unchanged and the Agreement
as amended hereby shall remain in full force and effect. 
 IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to be
duly executed. 
  

			
	SYNIVERSE TECHNOLOGIES, INC.
		
	By:	 	 /s/ Leigh M. Hennen

	Name:	 	 Leigh M. Hennen

	Title:	 	 Chief Human Resources Officer

	
	SYNIVERSE HOLDINGS, INC.
		
	By:	 	 /s/ Leigh M. Hennen

	Name:	 	 Leigh M. Hennen

	Title:	 	 Chief Human Resources Officer



  

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	EXECUTIVE
	
	 /s/ Tony G. Holcombe

	TONY G. HOLCOMBE


  

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