Exhibit
10.28


MANAGEMENT
AGREEMENT


THIS MANAGEMENT
AGREEMENT (this “Agreement”) is made as of January 1, 2006, between
Transaction Network Services, Inc., a Delaware corporation (“Employer”),
and Dennis Randolph, an individual residing at 1208 S. Columbus St., Arlington,
VA  22204 (“Executive”).


Employer and
Executive desire to enter into an agreement setting forth the terms pursuant to
which Employer will employ and compensate Executive.


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound,
hereby agree as follows:


1.             Employment.  Employer and Executive acknowledge that
Executive’s term of employment with Employer began July 1, 2003, and Employer
agrees to employ Executive, and Executive accepts such employment, until
Executive’s separation pursuant to Section 1(c) hereof (the “Employment
Period”).


(a)           Position and Duties.


(i)  During the
Employment Period, Executive shall serve as the Vice President, Assistant
Controller of Employer and shall have the normal duties, responsibilities and
authority of the Vice President, Assistant Controller subject to the power of
Employer’s Chief Executive Officer (the  “CEO”),
Employer’s Chief Operating Officer (the “COO”) or Employer’s Chief
Financial Officer (the “CFO”) to assign to Executive other reasonably
related duties consistent with such position.


(ii)  Executive
shall report to the Employer’s Executive Vice President and Controller, and
Executive shall devote his best efforts and his full business time and
attention to the business and affairs of Employer and its subsidiaries.


(b)           Salary, Bonus and Benefits.  During the Employment Period, Employer will
pay Executive a base salary (the “Annual Base Salary”) of $120,000 per
annum, subject to any increase as determined by the CEO, the COO or the CFO
based upon achievements of budgetary and other objectives set by the CEO, the
COO or the CFO.  Executive shall be
eligible for an annual bonus of up to twenty-five percent (25%), subject to any
increase as determined by the CEO, the COO or the CFO, of Executive’s
then-applicable Annual Base Salary based upon the achievement by Employer and
its subsidiaries of budgetary and other objectives set by the CEO, the COO or
the CFO.  Additionally, during the
Employment Period, Employer shall be entitled to the benefits set forth on the
Summary of Executive Benefits attached to this Agreement as Exhibit A (subject
to any increase associated with any change in position), and 



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such other benefits
approved by Employer’s board of directors and made available to the senior
management (at Executive’s level) of Employer or its subsidiaries.


(c)           Separation.  The Employment Period will continue until
Executive’s resignation, disability (as determined by the CEO or the COO in his
good faith judgment) or death or until the CEO, the COO or the CFO decides to
terminate Executive’s employment with or without Cause (as defined in Section
3(f) below) (each, a “Separation”).  If, following the date of this
Agreement, Executive’s employment is terminated by Employer without Cause or by
Executive for Good Reason (as defined in Section 3(g) below), during the
Noncompete Period (as defined in Section 3(a) below), Employer will
continue to pay to Executive an amount equal to his Annual Base Salary in
effect as of the end of the Employment Period and as increased as set forth
below in this Section 1(c), payable in equal installments on Employer’s
regular salary payment dates. For purposes of this Section 1(c) only,
Annual Base Salary shall be deemed to include (in addition to the then current
Annual Base Salary) the aggregate amount of any bonuses paid to Executive,
pursuant to Section 1(b) hereof, Exhibit A hereto or otherwise, during
the twelve-month period immediately preceding the termination date.  The amounts payable pursuant to this Section
1(c) shall not be reduced by the amount of any compensation Executive
receives with respect to any other employment during the period in which he is
receiving severance.  Additionally,
following Separation, Employer will continue to provide Executive, at Employer’s
cost, the benefits set forth in Section 1 of Exhibit A hereto until the earlier
to occur of (i) the date which is eighteen (18) months after the date of
Separation and (ii) the date on which Employee becomes eligible for
employer-provided health coverage with another entity.


2.             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 Employer and its affiliates are the property of Employer or such
affiliates, including information concerning acquisition opportunities in or
reasonably related to Employer’s business or industry of which Executive
becomes aware during the Employment Period. 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
CEO, the COO or the Corporation’s General Counsel, 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
Employer at Separation, or at any other time Employer may request in writing,
any and all property belonging to Employer 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 



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had or obtained by
Executive (either solely or jointly with others) during the Employment Period
that relate to Employer’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 Employer or any of its
affiliates (including any of the foregoing that constitutes any proprietary
information or records) (“Work Product”) belong to Employer or the
respective affiliate, and Executive hereby assigns, and agrees to assign, all
of the above Work Product to Employer 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
Employer 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 Employer 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 CEO, the COO or the Corporation’s General Counsel and perform all
actions reasonably requested by the CEO, the COO or the Corporation’s General
Counsel (whether during or after the Employment Period) to establish and
confirm Employer’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 Employer and its affiliates will receive from third
parties confidential or proprietary information (“Third Party Information”)
subject to a duty on Employer’s and such affiliates’ part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  During the Employment Period
and thereafter, and without in any way limiting the provisions of Section 2(a)
above, Executive will hold Third Party Information in the strictest confidence
and will not disclose to anyone (other than personnel of Employer or its
affiliates who need to know such information in connection with their work for
Employer or such affiliates) or use, except in connection with his work for
Employer or such affiliates, Third Party Information without the prior written
consent of the CEO, the COO or the Corporation’s General Counsel.


(d)           Use of Information of Prior
Employers.  During the Employment
Period, 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 Employer 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 Employer 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.


3.             Noncompetition and
Nonsolicitation.  Executive
acknowledges that in the course of his employment with Employer he will become
familiar with Employer’s and its affiliates’ trade secrets and with other
confidential information concerning Employer and its 



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affiliates and that his
services will be of special, unique and extraordinary value to Employer and its
affiliates.  Therefore, Executive agrees
that:


(a)           Noncompetition.  During the Employment Period and (i) in the
case of termination by Employer without Cause or resignation by Executive for
Good Reason, for a period of one year thereafter or (ii) in the case of
termination or resignation for any other reason, for a period of six months (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, license intellectual
property to or engage in any business that competes with any business in which
Employer 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 2.5% 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 (other than
through a general public solicitation, e.g., newspaper or web site job posting)
any employee of Employer or any of its affiliates to leave the employ of
Employer or such affiliate, or in any way interfere with the relationship
between Employer and any of its affiliates and any employee thereof,
(ii) induce or attempt to induce any customer, supplier, licensee or other
business relation of Employer or any of its affiliates to cease doing business
with Employer or such affiliate or in any way interfere with the relationship
between any such customer, supplier, licensee or business relation and Employer
or any of its affiliates or (iii) acquire or attempt to acquire an
interest in any business which relates to any business of Employer or any of
its affiliates and with which Employer 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 Employer or any of
its affiliates in the one-year period immediately preceding Separation.


(c)           Business Scope and Geographical
Limitation. Executive acknowledges (i) that the business of Employer 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 Employer or any of its affiliates, or any
of their respective executives or employees (including Executive), it is
expected that Employer 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
Employer’s business and its relationships. 
Accordingly, the restrictions set forth in this Section 3 shall
be effective in all cities, counties and states of the United States and all
countries in which the Employer 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 Section 2
or this Section 3, 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 



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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 3  are
in consideration of employment with Employer 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 Employer 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 Employment Period and the
Noncompete Period, Executive agrees to provide Employer (upon Employer’s
reasonable request) with such information as may be necessary to demonstrate
Executive’s compliance with the terms and provisions of this Agreement.


(f)            Cause.  For the purposes of this Agreement, “Cause”
means (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 Employer 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 CEO, the COO or the CFO (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 Employer or any of its
affiliates (including, without limitation, disparagement that adversely affects
the reputation of Employer or any of its affiliates) or (iv) any material
breach by Executive of Sections 1(a)(ii), 2 or 3 of
this Agreement.


(g)           Good Reason.  For the purposes of this Agreement, “Good
Reason” means (i) Employer relocates, without Executive’s prior written consent,
Executive’s place of employment to a location which is greater than fifty (50)
miles from Reston, Virginia; (ii) Executive is assigned any duties
substantially inconsistent with his responsibilities as described by Section
1(a) hereof or a substantial adverse alteration is made to the nature or
status of such responsibilities; (iii) Employer reduces the Annual Base Salary
or bonus as in effect on the date hereof or as the same may be increased from
time to time; or (iv) any material reduction of benefits provided to Executive
pursuant to Section 1(b) hereof, other than in connection with a
reduction in benefits generally applicable to senior executives of Employer; provided,
that the occurrences described above shall not constitute Good Reason if Employer
cures the respective occurrence within thirty (30) days of Employer’s receipt
of written notice thereof.  


4.             Notices.  Any notice provided for in 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 address
below indicated:



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If
to Employer, to:


Transaction
Network Services, Inc.


11480 Commerce
Park Drive, Suite 600


Reston, VA 20191


Attention:  General Counsel


 


If
to Executive, to:


Dennis Randolph


1208 S. Columbus St.


Arlington, VA  22204


 


or such other address or
to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party.  Any notice under this Agreement will be
deemed to have been given when so delivered or sent or, if mailed, five days
after deposit in the U.S. mail.


5.             General Provisions.


(a)           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


(b)           Complete Agreement.  This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof
in any way.


(c)           Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


(d)           Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive and Employer and their respective successors and assigns; provided,
that the obligations of Executive under this Agreement shall not be assignable
without the prior written consent of Employer.


(e)           Choice of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by and construed
in accordance with the internal laws of the Commonwealth of Virginia, without
giving effect to any choice of law or 



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conflict of law provision
or rule (whether of the Commonwealth of Virginia or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
Commonwealth of Virginia.


(f)            Equitable Remedies.  Executive hereby acknowledges that the
restrictions contained in this Agreement are necessary for the protection of
the business and goodwill of Employer and its affiliates and are reasonable for
such purpose. Because Executive’s services are unique and because Executive has
access to confidential information, the parties hereto agree that money damages
would be an inadequate remedy for any breach of this Agreement by
Executive.  Therefore, in the event a
breach or threatened breach of this Agreement by Executive, Employer, its
affiliates or their successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provisions hereof (without posting a bond or
other security).


(g)           Amendment and Waiver.  The provisions of this Agreement may be
amended and waived only with the prior written consent of Employer and
Executive.


(h)           Business Days.  If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or holiday
in the state in which Employer’s chief executive office is located, the time
period shall be automatically extended to the business day immediately
following such Saturday, Sunday or holiday.


(i)            Aiding and Abetting.          The
parties to this Agreement hereby agree that no party hereto may accomplish
indirectly, whether through aiding and abetting of some other person,
participation in some other entity, or any other conduct, that which the party
is prohibited from doing directly under this Agreement, and that any such
attempt shall be considered a breach of this Agreement as if such party had
taken such action itself.


(j)            Indemnification and Reimbursement
of Payments on Behalf of Executive. Employer shall be entitled to deduct or
withhold from any amounts owing from Employer to Executive any federal, state,
local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”)
imposed with respect to Executive’s compensation or other payments from
Employer, including, without limitation, wages, bonuses, dividends, the receipt
or exercise of equity options and/or the receipt or vesting of restricted
equity.  In the event Employer does not
make such deductions or withholdings, Executive shall indemnify Employer for
any amounts paid with respect to any such Taxes, together with any interest,
penalties and related expenses thereto.


(k)           Termination.  This Agreement (except for the provisions of Sections
1(a) and (b)) shall survive a Separation and shall remain in full
force and effect after such Separation.


(l)            Limitations of Agreement.  This Agreement does not constitute a contract
of employment for a definite period of time. 
Either party may terminate the employment relationship with or without
Cause at any time for any lawful reason.



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(m)          Enforcement.  Either party’s failure to insist on
enforcement of one or more provisions of this Agreement does not waive that
party’s right to insist on enforcement of the same or any other provision in
the future.


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date first
written above.


	
  

  	
   

  	
  TRANSACTION NETWORK SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/  Henry H.
  Graham, Jr.

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Henry H. Graham, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
  EVP, CFO and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Dennis Randolph

  
	
   

  	
   

  	
   

  	
   

  	
  Dennis Randolph, an individual

  



 



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EXHIBIT A


SUMMARY
OF EXECUTIVE BENEFITS


This Summary of
Executive Benefits (“Summary”) describes certain benefits that
Transaction Network Services, Inc., a Delaware corporation (“Employer”),
will provide to Executive.  Employer may
provide other benefits to Executive not described in this Summary but which are
described in the Employer’s Employee Handbook.


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


2.             Executive
Physical Program:  Employer
provides an Executive Physical Program through the Washington Hospital
Center.  The program provides an overall
assessment of health status and establishes a framework for a personal
preventive health care program.  The
services are offered in consultation with your personal physician if
preferred.  The details of the program
are available through contacting Human Resources.  TNS pays the cost of the physical directly to
the Center.  The cost of the Full Body
Scan is $1,200 and scheduled at your expense. 
This should be scheduled through Robin Moore.  She can be reached at 703.262.8624 or
robin.moore@tnsi.com.  She will notify
Washington Hospital Center and arrange for a coordinator from the program to
call and schedule your first appointment.


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


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


5.             Car
Allowance:  Employer will
provide Executive $600 per month as a car allowance.  This car allowance will be paid to Executive
through the payroll system and will be reported as income on the year-end W-2
form.  A request for any tax deduction
related to business use of Executive’s vehicle will be the sole responsibility
of Executive.


6.             Cellular
Phone:  Executive is eligible
to receive one cellular telephone issued through Employer’s corporate account
for use on the Employer’s business.  The
phone will remain the property of Employer and must be returned upon
termination of Executive’s employment with Employer.


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



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