Exhibit 10.55
**AGREEMENT**
     This Agreement, made as of the 19th day of August, 2004 by and betweenTOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation (the “Corporation”)and JENNIFER M. REINKE, an individual residing in the Commonwealth ofPennsylvania and an employee of the Corporation (the “Executive”).
     **WITNESSETH:**
     WHEREAS, the Board of Directors of the Corporation has determined that itis in the best interests of the Corporation to enter into this Agreement withthe Executive to provide for compensation of the Executive upon termination ofemployment under certain circumstances relating to a change in control of theCorporation; and
     WHEREAS, the Executive desires to obtain such benefits in the event theExecutive’s employment is terminated under the circumstances provided herein.
     NOW, THEREFORE, in consideration of the covenants and premises containedherein, and intending to be legally bound hereby, the parties hereto agree asfollows:
     **1. Definition of Terms.**The following terms when used in this Agreementshall have the meaning hereafter set forth:
  **“Annual Salary Adjustment Percentage”**shall mean the mean averagepercentage increase in base salary for all elected officers of theCorporation during the two full calendar years immediately preceding thetime to which such percentage is being applied; provided however, that ifafter a Change-in-Control, as hereinafter defined, there should be asignificant change in the number of elected officers of the Corporationor in the manner in which they are compensated, then the foregoingdefinition shall be changed by substituting for the phrase “electedofficers of the Corporation” the phrase “persons then performing thefunctions formerly performed by the elected officers of the Corporation.”   **“Cause for Termination”**shall mean:
 (a) the deliberate and intentional failure by the Executive todevote substantially his entire business time and best efforts tothe performance of his duties (other than any such failure resultingfrom the Executive’s incapacity due to physical or mental illness ordisability) after a demand for substantial performance is deliveredto the Executive by the Board of Directors which specificallyidentifies the manner in which the Board of Directors believes thatthe Executive has not substantially performed his duties,    or
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 (b) wilfully engaging by the Executive in conduct whichconstitutes a fraud against the Corporation or a material breach ofthis Agreement,    or  (c) the Executive’s conviction of any crime which constitutes afelony.
  For purposes of this definition, no act, or failure to act, on theExecutive’s part shall be considered “deliberate and intentional” or“willfully” unless done, or omitted to be done, by the Executive not ingood faith and without reasonable belief that his action or omission wasin the best interests of the Corporation.   **“Change-in-Control”**shall mean the determination (which may be madeeffective as of a particular date specified by the Board of Directors ofthe Corporation) by the Board of Directors of the Corporation, made by amajority vote that a change in control has occurred, or is about tooccur. Such a change shall not include, however, a restructuring,reorganization, merger, or other change in capitalization in which thePersons who own an interest in the Corporation on the date hereof (the“Current Owners”)(or any individual or entity which receives from aCurrent Owner an interest in the Corporation through will or the laws ofdescent and distribution) maintain more than a sixty-five percent (65%)interest in the resultant entity. Regardless of the Board’s vote orwhether or not the Board votes, a Change-in-Control will be deemed tohave occurred as of the first day any one (1) or more of the followingsubparagraphs shall have been satisfied:
 (a) Any Person (other than the Person in control of theCorporation as of the date of this Agreement, or other than atrustee or other fiduciary holding securities under an employeebenefit plan of the Corporation, or a corporation owned directly orindirectly by the stockholders of the Corporation in substantiallythe same proportions as their ownership of stock of theCorporation), becomes the beneficial owner, directly or indirectly,of securities of the Corporation representing more than thirty fivepercent (35%) of the combined voting power of the Corporation’s thenoutstanding securities; or  (b) The stockholders of the Corporation approve:
 (i) A plan of complete liquidation of theCorporation;  (ii) An agreement for the sale or disposition of allor substantially all of the Corporation’s assets; or  (iii) A merger, consolidation, or reorganization ofthe Corporation with or involving any other corporation, otherthan a merger, consolidation, or
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   reorganization that would result in the voting securities ofthe Corporation outstanding immediately prior theretocontinuing to represent (either by remaining outstanding orby being converted into voting securities of the survivingentity) at least sixty-five percent (65%) of the combinedvoting power of the voting securities of the Corporation (orsuch surviving entity) outstanding immediately after suchmerger, consolidation, or reorganization.
  However, in no event shall a Change in Control be deemed to haveoccurred, with respect to the Executive, if the Executive is part of apurchasing group which consummates the Change-in-Control transaction.The Executive shall be deemed “part of the purchasing group” for purposesof the preceding sentence if the Executive is an equity participant orhas agreed to become an equity participant in the purchasing company orgroup (except for (i) passive ownership of less than five percent (5%) ofthe voting securities of the purchasing company; or (ii) ownership ofequity participation in the purchasing company or group which isotherwise deemed not to be significant, as determined prior to theChange-in-Control by a majority of the non-employee continuing Directorsof the Board of Directors of the Corporation).   **“Date of Termination”**shall mean:
 (a) if the Executive’s employment is terminated for Disability,the date that a Notice of Termination is given to the Executive;  (b) if the Executive terminates due to his death or Retirement,the date of death or Retirement, respectively;  (c) if the Executive decides to terminate employment upon GoodReason for Termination, the date following such decision specifiedby the Corporation after it has been notified of the Executive’sdecision to terminate employment; or  (d) if the Executive’s employment is terminated for any otherreason, the date on which such termination becomes effectivepursuant to a Notice of Termination.
  **“Disability”**shall mean such incapacity due to physical or mentalillness or injury as causes the Executive to be unable to perform hisduties with the Corporation during 180 consecutive days.   **“Good Reason for Termination”**shall mean the occurrence of:
 (a) without the Executive’s express written consent, theassignment to the Executive of any duties materially andsubstantially inconsistent with his positions, duties,responsibilities and status with the Corporation immediately priorto a Change-in-Control, or a material change in his reportingresponsibilities, titles or offices as in
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   effect immediately prior to a Change-in-Control, or any removal ofthe Executive from or any failure to re-elect the Executive to anyof such positions, except in connection with the termination of theExecutive’s employment due to Cause for Termination, Disability orRetirement (as hereinafter defined) or as a result of theExecutive’s death;  (b) (i) a reduction by the Corporation prior to aChange-in-Control in the Executive’s base salary unless suchreduction is the result of the Board of Directors of the Corporationdetermining that the Executive has not adequately discharged hisduties;     (ii) a reduction by the Corporation after a Change-in-Control inthe Executive’s base salary as in effect immediately prior to anyChange-in-Control or a failure by the Corporation after aChange-in-Control to increase the Executive’s base salary by theAnnual Salary Adjustment Percentage;
 (c) a failure by the Corporation to continue to provide incentivecompensation comparable to that provided by the Corporationimmediately prior to any Change-in-Control;  (d) a failure by the Corporation after a Change-in-Control tocontinue in effect any benefit or compensation plan, stock optionplan, pension plan, life insurance plan, health and accident plan ordisability plan in which the Executive is participating immediatelyprior thereto (provided, however, that there shall not be deemed tobe any such failure if the Corporation substitutes for thediscontinued plan, a plan providing the Executive with substantiallysimilar benefits) or the taking of any action by the Corporationwhich would adversely affect the Executive’s participation in ormaterially reduce the Executive’s benefits under any of such plansor deprive the Executive of any material fringe benefit enjoyed bythe Executive immediately prior to a Change-in-Control (provided,however, that any act or failure to act by the Corporation that ison a plan-wide basis, i.e., it similarly affects all employees ofthe Corporation or all employees eligible to participate in any suchplan, as the case may be, shall not constitute Good Reason forTermination);  (e) the failure of the Corporation to obtain the assumption ofthis Agreement by any successor as contemplated in **Section 11(c)**hereof;  (f) any purported termination of the employment of the Executiveby the Corporation which is not (i) due to the Executive’sDisability, Retirement (as hereinafter defined) or Cause forTermination, or (ii) effected as a Notice of Termination, as definedherein; or  (g) the Corporation’s requiring the Executive to be basedanywhere other than the Corporation’s executive offices at which theExecutive has his principal office
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   immediately prior to a Change-in-Control or executive officeslocated within 50 miles of the location of the Corporation’sexecutive offices immediately prior to a Change-in-Control, exceptfor required travel on the Corporation’s business to an extentsubstantially consistent with the Executive’s present businesstravel obligations.
  **“Notice of Termination”**shall mean a written statement which sets forththe specific reason for termination and, if such is claimed to be a Causefor Termination or Good Reason for Termination, in reasonable detail thefacts and circumstances which indicate that such is Cause for Terminationor Good Reason for Termination.   **“Options”**shall mean any stock options issued pursuant to any present orfuture stock option plan of the Corporation.   **“Person”**shall have the meaning ascribed to such term in Section 3(a)(9)of the Securities Exchange Act of 1934, as in effect on the date hereofand used in Sections 13(d) and 14(d) thereof, including a “group” asdefined in Section 13(d) thereof.   **“Retirement”**shall mean the termination of the Executive’s employmentafter age 65 or in accordance with any mandatory retirement arrangementwith respect to an earlier age agreed to by the Executive.   **“Stock Appreciation Right”**shall mean any stock appreciation rightsissued pursuant to any stock option plan of the Corporation or any futurestock appreciation rights plan.
     **2. Terms of Employment.**The Executive acknowledges that this Agreementdoes not constitute an employment contract and that the Executive’s employmentrelationship with the Corporation is at-will and not for any particular period.Rather, this Agreement is only intended to set forth certain liquidateddamages to be paid in the event of termination of the Executive upon the termsand conditions specified herein.
     **3. Term of Agreement.**The initial term of this Agreement shall be for aperiod of four (4) years. Upon expiration of the initial term, the Companyshall, in its sole discretion, determine whether this Agreement shall berenewed upon such terms it deems advisable.
     **4. Payments Following Termination of Employment Upon a Change-in-Control**.
 (a) If the Executive’s employment with the Corporation shall beterminated:
 (i) due to the Executive’s death,  (ii) by the Executive other than the Executive’shaving terminated for Good Reason for Termination following aChange-in-Control, or
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 (iii) by the Corporation due to Cause for Terminationor for Disability or Retirement,
   then the Corporation shall have no obligations to the Executiveother than to pay the Executive any unpaid portion of base salarydue until the Date of Termination and any other sums due inaccordance with the then various policies, practices and benefitplans of the Corporation.  (b) If the Executive’s employment with the Corporation shall haveterminated during the period commencing six months prior to the dateof a Change-in-Control and ending on the third anniversary of aChange-in-Control other than in the circumstances described insubsection (a) above, then the Corporation shall pay on or beforethe fifth day following the Date of Termination (or if the Date ofTermination preceded the date of the Change-in-Control, on or beforethe fifth day following the date of the Change-in-Control), to theExecutive the following sums:
 (i) in cash any unpaid portion of the Executive’sfull base salary for the period from the last period for whichthe Executive was paid to the Date of Termination, or the dateof the Change-in-Control, as the case may be; and  (ii) an amount in cash as liquidated damages for lostfuture renumeration equal to the product obtained bymultiplying
 (A) the lesser of
 (1) two, or  (2) a number equal to thenumber of calendar months remaining from the Dateof Termination to the date on which the Executiveis 65 years of age (or, if earlier, the age agreedto by the Executive pursuant to any priorarrangement) divided by twelve, or  (3) a number equal to thegreater of (i) one (1.0) or (ii) thirty six (36)less the number of completed months commencingafter the date of the Change-in-Control duringwhich the Executive was employed by theCorporation and did not have Good Reason forTermination times (iii) one-twelfth (1/12)    times
 (B) the sum of
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 (1) the greater of
 (i) theExecutive’s annual base salary for the yearin effect on the Date of Termination(provided that in the case of Terminationfor Good Reason by the Executive the dateimmediately preceding the date of theearliest event which gave rise to theTermination for Good Reason by the Executiveshall be used instead of the Date ofTermination)
   or
 (ii) theExecutive’s annual base salary for the yearin effect on the date of theChange-in-Control;
   plus
 (2) the greater of
 (i) the averageannual cash award received by the Executiveas incentive compensation or bonus for onecalendar year immediately preceding the Dateof Termination (provided that in the case ofTermination for Good Reason by the Executivethe date immediately preceding the date ofthe event which gave rise to the Terminationfor Good Reason by the Executive shall beused instead of the Date of Termination)
   or
 (ii) the averageannual cash award received by the Executiveas incentive compensation or bonus for onecalendar year immediately preceding the dateof the Change-in-Control.
     **5. Outplacement Services.**If the Executive’s employment with theCorporation should terminate under circumstances as to entitle the Executive toreceive payment hereunder, the Corporation shall reimburse the Executive forany reasonable fees or other costs incurred by the Executive during the two (2)years following the Date of Termination in retaining executive placementagencies, up to a maximum dollar amount not to exceed fifteen percent (15%) ofthe Executive’s base salary at the time of such termination. Suchreimbursement shall be made within
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five (5) days following the Executive’s presentment of bills or otherevidence of the costs incurred with executive placement agencies.
     **6. Tax Implications.**If any payment due to the Executive pursuant to thisAgreement result in a tax being imposed on the Executive pursuant to Section4999 of the Internal Revenue Code of 1954, as amended, or any successorprovision (“Section 4999”), then the Corporation shall, at the Executive’soption, either (i) reduce the total payments payable to the Executive to themaximum amount payable without incurring the Section 4999 tax, or (ii) pay tothe Executive the total amount payable, with the understanding that Section4999 tax will be due on that total amount.
     **7. Benefits.**If the Executive’s employment with the Corporation shouldterminate under circumstances as to entitle the Executive to receive paymenthereunder, the Executive shall also be deemed, for purposes of medicalinsurance, pension and other benefits of the Corporation, to have remained inthe continuous employment of the Corporation for the two (2) year periodfollowing the Date of Termination and shall be entitled to all of the medicalinsurance, pension or other benefits provided by the Corporation as if theExecutive had so remained in the employment of the Corporation. If, for anyreason, whether by law or provisions of the Corporation“s employee medicalinsurance, pension or other benefit plans, or otherwise any benefits which theExecutive would be entitled to under this **Section 6**cannot be paid pursuant tosuch employee benefit plans, then the Corporation contractually agrees to paythe Executive the difference between the benefits which the Executive wouldhave received in accordance with this Section if the relevant employee medicalinsurance, pension or other benefit plan could have paid such benefit and theamount of benefits, if any, actually paid by such employee medical insurance,pension or other benefit plan. The Corporation shall not be required to fundits obligation to pay the foregoing difference.
     **8. Other Employment.**In the event of termination under the circumstancescontemplated in **Section ****4(b)** hereunder, the Executive shall have no duty toseek any other employment after termination of his employment with theCorporation and the Corporation hereby waives and agrees not to raise or useany defense based upon the position that the Executive had a duty to mitigateor reduce the amounts due him hereunder by seeking other employment whethersuitable or unsuitable and should the Executive obtain other employment, thenthe only effect of such on the obligations of the Corporation shall be that theCorporation shall be entitled to credit against any payments that wouldotherwise be made pursuant to **Section 7**hereof, any comparable payments towhich the executive is entitled under the employee benefit plans maintained bythe Executive’s other employer or employers in connection with services to suchemployer or employers after termination of this employment with theCorporation.
     **9. Stock Appreciation Rights and Options.**If the Executive’s employmentshould terminate under circumstances as to entitle the Executive to receivepayment hereunder, then with respect to any standing Stock Appreciation Rightsand/or Options which did not immediately become exercisable upon the occurrenceof a Change-in-Control, such Stock Appreciation Right or Option shall beautomatically vested and remain outstanding in accordance with its terms and beexercisable thereafter until the stated expiration date of such StockAppreciation Right or Option.
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     **10. Noncompetition.**The Executive covenants and agrees that if theExecutive receives payment under Section 4(b)(ii) of this Agreement, thenduring the Restricted Period, the Executive shall not in the United States ofAmerica, directly or indirectly, whether as principal or as agent, officer,director, employee, consultant, shareholder or otherwise alone or inassociation with any other person, corporation or other entity, engage orparticipate in, be connected with, lend credit or money to, furnishconsultation or advice or permit the Executive’s name to used in connectionwith, any Competing Business. For purposes of this Agreement, the term“Restricted Period” shall mean a number of years following the termination ofExecutive’s employment with the Corporation equal to the number calculatedpursuant to Section 4(b)(ii)(A) of this Agreement, plus any amount of timeduring such period during which the Executive is in violation of thisprovision. For purposes of this Agreement, the term “Competing Business” shallmean any person, corporation or other entity engaged in the business of sellingor attempting to sell any product or service which competes with (a) productsor services sold by the Corporation within the two (2) years prior totermination of the Executive’s employment or (b) new products of theCorporation with respect to which the Corporation had allocated engineeringresources at the date of the Executive’s termination to develop such newproducts.
     **11.****Miscellaneous.**
 (a) This Agreement shall be construed under the laws of theCommonwealth of Pennsylvania.  (b) This Agreement constitutes the entire understanding of theparties hereto with respect to the subject matter hereof and mayonly be amended or modified by written agreement signed by theparties hereto. This Agreement specifically supercedes the agreemententered into between the Corporation and the Executive dated as ofAugust 5, 1996 with respect to the subject matter hereof, and by theexecution of this Agreement, the previous agreement is herebyterminated and of no further force and effect.  (c) The Corporation will require any successor (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Corporation,by agreement in form and substance satisfactory to the Executive, toexpressly assume and agree to perform this Agreement in the samemanner required of the Corporation and to perform it as if no suchsuccession had taken place. As used in this Agreement,“Corporation” shall mean the Corporation as hereinbefore defined andany successor to its business and/or assets as aforesaid whichexecutes and delivers the agreement provided for in this subsection(c) or which otherwise becomes bound by all of the terms andprovisions of this Agreement by operation of law.  (d) This Agreement shall inure to the benefit of and beenforceable by the Executive and
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   the Corporation and their respective legal representatives,executors, administrators, successors, heirs, distributees,devisees and legatees. If the Executive should die while anyamounts would still be payable to him hereunder if he had continuedto live, all such amounts, unless otherwise provided herein, shallbe paid in accordance with the terms of this Agreement to hisdevisee, legatee or other designee or, if there be no suchdesignee, to his estate.  (e) Any notice or other communication provided for in thisAgreement shall be in writing and, unless otherwise expressly statedherein, shall be deemed to have been duly given if mailed by UnitedStates registered mail, return receipt requested, postage prepaid,addressed in the case of the Executive to his office at theCorporation with a copy to his residence and in the case of theCorporation to its principal executive offices, attention to theChief Executive Officer.  (f) No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreedto in writing signed by the Executive and approved by resolution ofthe Board of Directors of the Corporation. No waiver by eitherparty hereto at any time of any breach by the other party hereto of,or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similaror dissimilar provisions or conditions at the same or at any prioror subsequent time. No agreements or representations, oral orotherwise, express or implied, with respect to the subject matterhereof have been made by either party which are not set forthexpressly in this Agreement.  (g) The invalidity or unenforceability of any provisions of thisAgreement shall not affect the validity or unenforceability of anyother provision of this Agreement, which shall remain in full forceand effect. If any provision hereof shall be deemed invalid orunenforceable, either in whole or in part, this Agreement shall bedeemed amended to delete or modify, as necessary, the offendingprovision and to alter the bounds thereof in order to render itvalid and enforceable.  (h) This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original but all of whichtaken together will constitute one and the same instrument.  (i) If litigation should be brought to enforce, interpret orchallenge any provision contained herein, the prevailing party shallbe entitled to its reasonable attorney’s fees and disbursements andother costs incurred in such litigation and, if a money judgment berendered in favor of the Executive, to interest on any such moneyjudgment obtained calculated at the prime rate of interest in effectfrom time to time at Mellon Bank, N.A., from the date that thepayment should have been made or damages incurred under thisAgreement.
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     IN WITNESS WHEREOF, this Agreement has been executed on the date firstabove written.       TOLLGRADE COMMUNICATIONS, INC.      By: /s/Sara M. Antol    Title: General Counsel and Secretary        /s/ Jennifer M. Reinke     Jennifer M. Reinke
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