EX-10.1



 





Exhibit 10.1




Severance Policy

(Rev. 01/31/2008)




	 	 	 
	General 

Applicability

	 	This policy (“Policy”) applies to eligible employees who are
primarily assigned to all of Tollgrade’s U.S. locations.
	 
	 	 
	 

	 	All regular, full-time active salaried exempt and salaried
non-exempt employees are eligible for coverage under the provisions
of this Policy.
	 
	 	 
	 

	 	Regular, full-time employees include any employee who is regularly
scheduled to work at least twenty (24) hours per week.
Individuals who are not regularly employed are excluded from
coverage under this Policy. Such individuals include, for example,
interns, summer employees, co-op/student employees, contract
employees, consultants, and all whose employment is temporary or
otherwise limited to the duration of a specific project or
undertaking. Hourly employees and employees who are represented by
a labor organization are also excluded from coverage.
	 
	 	 
	 

	 	Two (2) classes of severance policy benefits are detailed hereunder:
	 
	 	 
	 

	 	(1) Benefits for Executive Council & Senior Management Team
(“Executive Group”); and
	 
	 	 
	 

	 	(2) Benefits for all non-Executive Council & Senior Management Team
(“Non-Executive Group”).
	 
	 	 
	 

	 	The scope membership within the “Executive Council” and “Senior
Leadership Team” shall be determined by the President and/or CEO.
	 
	 	 
	Purpose

	 	The purpose of this Policy is to provide assistance to former
employees who suffer an employment loss under certain circumstances
following their termination from employment with Tollgrade.
	 
	 	 
	Effective Date

	 	January 1, 2008.






	 	 	 
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	Eligibility

	 	Qualifying Loss of Employment:
	 
	 	 
	 

	 	Employees are eligible for severance pay provided that their
employment is terminated after a minimum of one (1) continuous
year of regular, full-time employment and provided that the reason
for such termination of employment is:
	 
	 	 
	 

	 	(a) a reduction in the workforce, or
	 
	 	 
	 

	 	(b) a loss of employment due to the elimination of a job or
position.
	 
	 	 
	 

	 	Requirement To Execute A General Release And Other Agreements:
	 
	 	 
	 

	 	An employee will not be eligible for severance pay if he/she fails
to sign a general release (to be provided by Tollgrade to the
employee) of Tollgrade and related persons and/or entities from any
and all claims and causes of action that he/she may have against
Tollgrade at the time of his/her termination of employment.
	 
	 	 
	 

	 	The subject release must be executed within the time parameters set
forth therein.
	 
	 	 
	 

	 	Tollgrade reserves the right to require, in certain circumstances,
the employee to execute a non-competition and confidentiality
agreement as a pre-requisite to receiving benefits under this Plan.
Tollgrade, in its sole discretion shall determine under what
circumstances such agreements shall be required and what particular
restrictions may be contained in such agreements.
	 
	 	 
	 

	 	Specific Exclusions:
	 
	 	 
	 

	 	Employees also will not be eligible for severance pay under this
Policy if termination is for any other reason including, but not
limited to:
	 
	 	 
	 

	 	(a) voluntary resignation, or
	 
	 	 
	 

	 	(b) termination for cause, or
	 
	 	 
	 

	 	(c) retirement, or
	 
	 	 
	 

	 	(d) termination due to eligibility for long-term disability, or
	 
	 	 
	 

	 	(e) sale of Tollgrade, any of its operating assets or any
organizational component of Tollgrade.






	 	 	 
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	 	 	Employees Not Eligible If Alternative Job Offered:
	 
	 	 	 	 
	 	 	If a termination of employment results from a reduction in the
workforce or elimination of the job, no severance pay will be paid
if the employee refuses to accept other employment which is offered
under this Policy by Tollgrade, unless the available employment
requires the employee to relocate, or involves a reduction in base
rate of at least 20%.
	 
	 	 	 	 
	Benefits	 	Severance Pay -
	 
	 	 	 	 
	 	 	Executive Group:
	 
	 	 	 	 
	 	 	The amount of severance pay for the Executive Group shall be two
(2) weeks’ regular base (straight-time) pay for each full year of
continuous service, with a minimum of four (4) weeks’ and a maximum
of fifty-two (52) weeks’ pay. Continuous service is defined as
total years of service beginning with the employee’s most recent
date of hire or most recent date of recall and ending as of the
date of termination.
	 
	 	 	 	 
	 	 	Non-Executive Group:
	 
	 	 	 	 
	 	 	The amount of severance pay shall be one (1) week’s regular base
(straight-time) pay for each full year of continuous service, with
a maximum of twenty-six (26) weeks’ pay. Continuous service is
defined as total years of service beginning with the employee’s
most recent date of hire or most recent date of recall and ending
as of the date of termination.
	 
	 	 	 	 
	 

	 	 	 	Adjustments To Amounts To Be Paid:
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the above, the amount of severance an employee is
entitled to under this Policy shall be reduced by any other
severance benefits paid by Tollgrade to such employee pursuant to
any other policy or contract of Tollgrade or pursuant to any
federal, state or local law, including, but not limited to, the
Federal Worker Adjustment and Retraining Notification Act, but
excluding unemployment benefits.






	 	 	 
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	 	 	 	Timing Of Severance Payments:
	 
	 	 	 	 
	 

	 	 	 	Severance payments shall be made as part of the normal payroll
process during the period for which the terminated employee is
eligible to receive severance pay.
	 
	 	 	 	 
	 

	 	 	 	Off-Set Of Amounts Due From Employee:
	 
	 	 	 	 
	 

	 	 	 	An employee shall be required to repay any monies owed Tollgrade at
the time of termination. These sums may be withheld from the
employee’s severance benefits provided under this Policy.
	 
	 	 	 	 
	 	 	Continuation of Medical, Dental and Vision Benefits:
	 
	 	 	 	 
	 	 	Group health, dental, and vision insurance benefits will be
continued through the end of the month in which severance payments
stop. All other benefits will cease as of the employee’s
termination date.
	 
	 	 	 	 
	 	 	The provision of, and method of payment for, such benefits will be
governed by the benefits plan in place during the applicable
period.
	 
	 	 	 	 
	Reservation of
Rights and Related
Matters:	 	This policy shall not constitute an employment contract and shall
not expand an individual’s employment rights with Tollgrade. All
employees of Tollgrade are “at will” employees unless specified
otherwise in a written agreement signed by the President and/or CEO
of Tollgrade. Tollgrade can dismiss an employee at any time
whether or not the employee commits a policy violation. However,
with respect to the payment of severance pay pursuant to this
Policy, a policy violation (i.e., termination for cause) can
include, but is not limited to, misconduct, questions involving
employee integrity, or any other conduct which adversely affects
Tollgrade’s reputation or operations.
	 
	 	 	 	 
	 	 	To the extent that any member of the Executive Group has specific
severance benefits provided for in a separate written agreement
governing the terms of his/her employment, the terms of that
written agreement shall supersede this Policy and that agreement
shall govern.






	 	 	 
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	 	Exceptions to this Policy, including the extension of benefits for
any terminated employee, requires the written approval of the
President and/or CEO of Tollgrade. Extension of this policy to
locations which were not components of Tollgrade as of the
effective date of this policy also requires approval of the
President and/or CEO.
	 
	 	 
	Interpretation, 

Amendment &

Termination

	 	Tollgrade reserves the right at any time to interpret and
administer this Policy in its sole discretion including, without
limitation, to modify, amend, or terminate this Policy. Without
limiting the foregoing, Tollgrade expressly reserves the right to
interpret, amend or modify this Policy so as to be in compliance
with Code Section 409A and the regulations promulgated thereunder.






	 	 	 
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