Exhibit 10.2
 SEPARATION AND MUTUAL RELEASE  AGREEMENT
 THIS AGREEMENT th
 W I T N E S S E T H:
 WHEREAS,
 WHEREAS,
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    Termination/Resignation. Executive acknowledges that his employment
with the Corporation has terminated and hereby resigns his position as an officer
and director of the Corporation and any and all positions he holds with the
Corporation, its subsidiary companies, or any of its other affiliates, effective as
of the Date of Termination. From and after the Date of Termination, Executive
shall not make any statements or engage in conduct which would lead any person or
entity to believe that he is an employee, officer, director, consultant, agent or
other authorized representative of the Corporation or any of its subsidiaries.2.
    
    Separation Pay, Employee Benefits, Corporation-Related Business
Expenses, Indemnity and D&O Coverage, and Other Obligations. The Corporation
shall pay to




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Executive as separation pay the payments as may be required in the
Employment Agreement. The Corporation shall provide to or on behalf of Executive
all of the benefits and coverages as may be required pursuant to the Employment
Agreement. All the provisions of the Employment Agreement which specifically
survive termination of the Employment Agreement are incorporated into this
Agreement as though fully set forth herein.
 3.
    
    Return of Corporation Property. Executive agrees that he will
promptly return to the Corporation all property belonging to the Corporation and
that he will otherwise comply with the Corporations normal employment termination
procedures. By way of example only, the Corporations property includes, but is
not limited to, items such as keys, vehicles, credit cards, cell phones, pagers,
computers, all originals and copies (regardless of the form or format on which such
originals and copies are maintained) of all Corporation specifications and pricing
information, all customer lists and other customer-related information, all
supplier lists and other supplier-related information, computer discs, tapes and
other documents which relate to the business of the Corporation and/or its
customers and/or its suppliers.4.
    
    Standstill Provision. Through the second anniversary of the Date of
Termination, Executive and his Representatives (as defined below) shall not,
directly or indirectly, without the prior written consent of the Board: (a)
acquire or offer or agree to acquire, directly or indirectly, by purchase or
otherwise, more than 5% of any outstanding class of voting securities or securities
convertible into voting securities of the Corporation, (b) propose to, or attempt
to induce any other individual or entity to, enter into, directly or indirectly,
any merger, consolidation, business combination, asset purchase (other than routine
purchases in the ordinary course of business of product offered for sale by the
Corporation) or other similar transaction involving the Corporation or any of its
affiliates, (c) make, or in any way participate in any solicitation of proxies to
vote, execute any consent as a Corporation shareholder, act to call a meeting of
the Corporations shareholders, make a proposal to be acted upon by the
Corporations shareholders or seek to advise or influence any person with respect
to the voting or not voting of any securities of the Corporation, (d) form, join or
in any way participate in a partnership, syndicate, joint venture or other group
(as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the 1934 Act)), with respect to any voting securities of the Corporation
or transfer Executives voting rights with respect to any securities of the
Corporation (by voting trust or otherwise), (e) otherwise act, alone or in concert
with others, to seek to control or influence the management, Board or policies of
the Corporation or seek a position on the Board, (f) disclose any intention, plan
or arrangement inconsistent with the foregoing, or (g) advise, assist or encourage
any other persons in connection with any of the foregoing. If Executive has
initiated any of the foregoing activities prior to the date hereof, Executive shall
cease, terminate and otherwise refrain from conducting such activities and shall
take any and all necessary steps to effect the foregoing and any proposals made by
Executive as a shareholder of the Corporation on or before the date hereof, are
hereby withdrawn. As used herein, the term Representative shall include
Executives employees, agents, investment bankers,
advisors, affiliates and associates of any of the foregoing and persons under the
control of any of the foregoing (as the term affiliate, associate and
control are defined under
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the 1934 Act). Executive also agrees during such
period not to request the Corporation or its representatives, directly or
indirectly, to amend or waive any provision of this Section 5 (including this
sentence) to take any action which might require the Corporation to make a public
announcement regarding the possibility of a merger, consolidation, business
combination or other transaction of any kind with the Executive or any affiliate
of the Executive.
 5.
    
    Mutual General Release and Covenant Not-to-Sue.
 (a)
    
    By Executive.
 (i)
    
    Except as is otherwise explicitly provided
herein, Executive, for himself, his agents, attorneys,
Representatives, affiliates, heirs and assigns and all persons
claiming by, through, for or under any of them or on any of their
behalf, hereby fully and forever releases and discharges the
Corporation, its subsidiaries and other affiliates, predecessors and
successors, their respective shareholders, officers, directors,
employees, heirs and assigns (individually, a Releasee and
collectively, Releasees), from any and all Claims which Executive
may have had, may now have, or may hereafter claim or assert against
the Releasees on account of any matter whatsoever, arising out of or
relating to (A) Executives employment or termination of employment
or other association with the Corporation, its subsidiaries or other
affiliates (as an employee, director, officer, shareholder or
otherwise) or (B) any other act, event, failure to act or thing which
has occurred or was created at any time on or before the date of
signing this Agreement. As used herein, Claims shall mean all
claims, counterclaims, cross-claims, actions, causes of action,
demands, obligations, debts, disputes, covenants, contracts,
agreements, rights, suits, rights of contribution and indemnity,
liens, expenses, assessments, penalties, charges, injuries, losses,
costs (including, without limitation, attorneys fees and costs of
suit), damages (including, without limitation, compensatory,
consequential, bad faith or punitive damages), and liabilities,
direct or indirect, of any and every kind, character, nature and
manner whatsoever, in law or in equity, civil or criminal,
administrative or judicial, in contract or in tort (including,
without limitation, bad faith and negligence of any kind) or
otherwise, whether now known or unknown, claimed or unclaimed,
asserted or unasserted, suspected or unsuspected, discovered or
undiscovered, accrued or unaccrued, anticipated or unanticipated,
fixed or contingent, liquidated or unliquidated, state or federal,
under common law, statute or regulation. Without limiting the
generality hereof, this release (and the defined term Claims as
used in this Agreement) covers Claims based upon torts (such as, for
example, negligence, fraud, defamation, wrongful discharge); express
and implied contracts (except this Agreement); federal, state or
local statutes and
ordinances; and every other source of legal rights and obligations
which may be validly waived or released.
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(ii)
    
    Executive covenants and represents that he has
not filed and will not in the future file or permit to be filed in
his name, or on his behalf, any lawsuit or other legal proceeding
asserting Claims which are within the scope of the release in Section
5(a)(i) against any of the Releasees. Further, Executive represents
and warrants that he has not suffered any on-the-job injury for which
he has not filed a claim.(iii)
    
    Nothing contained in this Section 5(a) shall be
deemed to waive any remedy available to Executive at law or in equity
in the event of a breach by the Corporation (or any of its
successors) of its or their obligations under this Agreement.(iv)
    
    Excluded from the release and covenant not to
sue set forth in Sections 5(a)(i) and 5(a)(ii), respectively, are any
Claims which cannot be waived by law and any rights that may arise
after the date of signing this Agreement (including matters arising
pursuant to this Agreement, any benefit policy, plan or program, and
the provisions of the Employment Agreement which specifically survive
termination of the Employment Agreement) and any claims against any
Releasee for fraud, deceit, theft or misrepresentation.(v)
    
    Executive acknowledges and agrees that it is his
intention that the release set forth in Section 5(a)(i) be effective
as a full and final release of each and every thing released herein.
 (b)
    
    By the Corporation.
 (i)
    
    Except as is otherwise expressly provided
herein, the Corporation, for itself, its subsidiaries and other
affiliates, agents, attorneys, representatives, officers, directors,
shareholders, predecessors, successors and assigns and all persons
claiming by, through, for or under any of them or on any of their
behalf, hereby fully and forever releases and discharges Executive,
his affiliates, heirs and assigns (individually, an Executive
Releasee and collectively, Executive Releasees), from any and all
Claims which the Corporation may have had, may now have, or may
hereafter claim or assert against the Executive Releasees, on account
of any matter whatsoever, arising out of or relating to (A)
Executives employment or termination of employment, service as an
officer, director of or fiduciary acting on behalf of the
Corporation, or any other association with the Corporation, its
subsidiaries or any of its other affiliates (whether as an employee,
officer, director, shareholder or otherwise), or (B) any other act,
event, failure to act or thing which has occurred or was created at
any time on or before the date of signing this Agreement.(ii)
    
    The Corporation covenants and represents that it
has not filed and will not in the future file or permit to be filed
in its name, or on its behalf, any
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lawsuit or other legal proceeding
asserting Claims which are within the scope of this release against
any of the Executive Releasees.
 (iii)
    
    Excluded from the release and covenant not to
sue set forth in Sections 5(b)(i) and 5(b)(ii), respectively, are any
Claims which cannot be waived by law, any rights that may arise after
the date of signing this Agreement (including matters arising
pursuant to this Agreement) and any Claims against any Executive
Releasee for fraud, deceit, theft or misrepresentation.(iv)
    
    The Corporation acknowledges and agrees that it
is its intention that the release set forth in Section 5(b)(i) be
effective as a full and final release of each and every thing
released herein.
 6.
    
    Corporations Information; Nondisclosure; Related Matters.
Executive covenants and agrees to be bound by the provisions of Section 5 of the
Employment Agreement.7.
    
    Executives Noncompetition. Executive covenants and agrees to be
bound by the provisions of Section 6 of the Employment Agreement.8.
    
    Non-Admission of Liability. It is acknowledged and agreed that
nothing contained herein, including but not limited to the consideration paid
hereunder, constitutes or will be construed as an admission of liability or of any
wrongdoing or violation of law on the part of either Party hereto.9.
    
    Non-Disparagement.
 (a)
    
    Executive agrees that he will not, at any time, make any
disparaging statements about the Corporation or any Releasee to any current,
former or prospective employer, any applicant referral source, any current,
former or prospective employee of the Corporation, any current, former or
prospective customer or supplier of the Corporation, the media, or to any
other person or entity.(b)
    
    The Corporation agrees that none of the members of the Board
or the Executive Council of the Corporation as constituted on the date
hereof, at no time, will make any disparaging statements about Executive to
any former or prospective employer of Executive, the media, or to any other
person or entity. The Corporation will instruct its employees not to make
any disparaging statements about Executive.(c)
    
    As used in this Section 9, the term disparaging statement
means any communication, oral or written, which would cause or tend to cause
the recipient of the communication to question the integrity, competence, or
good character of the person or entity to whom the communication relates.
 10.
    
    Remedies for Breach. Each Party will be entitled to pursue any
remedy available at law or in equity for any breach of this Agreement by the other
Party. Each Party acknowledges that remedies at law may be inadequate to protect
against its breach of this
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Agreement and hereby in advance agrees, without
prejudice to any rights to judicial relief the other Party may otherwise have, to
the granting of equitable relief, including injunctive relief, in the other Partys
favor without proof of actual damages.
 11.
    
    Representations/Warranties by Executive. Executive represents and
warrants to the Corporation that the following statements are true and correct:
 (a)
    
    Executive is signing this Agreement voluntarily and is legally
competent to do so.(b)
    
    Executive has been advised to consult, and has in fact
consulted, an attorney of his own choice before signing this Agreement.(c)
    
    Executive has read and fully understands each of the
provisions of this Agreement, he has been given sufficient and reasonable
time to consider each of them and fully understands his rights under all
applicable laws and the ramifications and consequences of his execution of
this Agreement.(d)
    
    No promises, agreements or representations have been made to
Executive to induce him to sign this Agreement, except those that are
written in this Agreement.(e)
    
    Executive has not, in whole or in part, sold, assigned,
transferred, conveyed or otherwise disposed of any of the Claims covered by
the release set forth in Section 5(a) (the Executives Release).(f)
    
    The consideration received by Executive for the Executives
Release constitutes lawful and adequate consideration.(g)
    
    Executive has not engaged in any of the activities listed in
subsections (a)-(g) of Section 4 hereof.(h)
    
    Executive waives any notice requirements under the
Corporations by-laws with respect to any of the Boards meetings to
consider the approval of the terms and conditions of this Agreement.
 12.
    
    Representations/Warranties by the Corporation. The Corporation
represents and warrants to Executive that the following statements are true and
correct:
 (a)
    
    This Agreement has been duly authorized and executed by the
Corporation.(b)
    
    The Corporation has not, in whole or in part, sold, assigned,
transferred, conveyed or otherwise disposed of any of the Claims covered by
the release set forth in Section 5(b) (the Corporations Release).(c)
    
    The consideration received by the Corporation for the
Corporations Release constitutes lawful and adequate consideration.
 13.
    
    Waiver of Rights. If on one or more instances either Party fails to
insist that the other Party perform any of the terms of this Agreement, such
failure shall not be construed as a
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waiver by such Party of any past, present, or
future right granted under this Agreement; and the obligations of both Parties
under this Agreement shall continue in full force and effect.
 14.
    
    Severability/Applicability. If any provision, section or subsection
of this Agreement is adjudged by any court to be void or unenforceable in whole or
in part, this adjudication shall not affect the validity of the remainder of this
Agreement, including any other provision, section or subsection. Each provision,
section and subsection of this Agreement is separable from every other provision,
section and subsection, and constitutes a separate and distinct covenant.15.
    
    Successors & Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Parties and their respective successors, assigns,
executors, administrators and personal representatives.16.
    
    Notices. All notices, requests, demands, claims and other
communications under this Agreement shall be in writing. Any notice, request,
demand, claim or other communication hereunder shall be deemed duly given the next
business day (or when received if sooner) if it is sent by (a) confirmed facsimile
or (b) overnight delivery and addressed, to the respective address of such Party
specified below its or his signature below. Either Party may send any notice,
request, demand, claim or other communication hereunder to the intended recipient
at the address set forth below using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, registered or
certified mail, return receipt requested, postage prepaid, or electronic mail), but
no such notice, request, demand, claim or other communication shall be deemed to
have been duly given unless and until it is actually received by the intended
recipient. Either Party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving
the other Party notice in the manner provided in this Agreement. Each Party
irrevocably consents to service of process in connection with disputes arising out
of this Agreement or otherwise in the manner provided for notices in this Section
16. Nothing in this Agreement will affect the right of any Party to service
process in any other manner permitted by law.17.
    
    Public Announcement of Termination/Resignation. The Parties agree
that the Corporation will file with the Securities and Exchange Commission (the
SEC) a report on Form 8-K and the Corporation will issue a press release each of
which will disclose Executives resignation as a Director and termination as an
executive officer of the Corporation. Executive acknowledges and agrees that he
has received and reviewed those provisions of the press release that will be issued
that relate to the termination of employment and resignation from the Board, agrees
fully with the statements made by the Corporation therein with respect thereto, and
has not provided and will not provide to the Corporation any written correspondence
concerning the circumstances surrounding his termination or employment of
resignation as a Director. Executive acknowledges and agrees that his resignation
as a Director did not involve any disagreement with the
Corporation on any matter relating to the Corporations operations, policies or
practices within the meaning contemplated by Form 8-K.
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18.
    
    Sub-certification of 2010 Annual Report. In connection with the
preparation of the Corporations Annual Report on Form 10-K for the fiscal year
ending December 31, 2010 (the Annual Report) and prior to the filing by the
Corporation of such Annual Report with the SEC, Executive shall provide to the
Corporation promptly following the Corporations request (and in no event more than
seven business days after such request) a duly executed original of the Certificate
attached hereto as Exhibit A (the Sub-certification Certificate). The
Corporation shall provide to Executive a copy of the Annual Report and the
Corporations Proxy Statement on Schedule 14A at the time of requesting such
Certificate. If the Corporation requests that Executive provide the
Sub-certification Certificate and Executive provides the same to the Corporation
within the foregoing time frame, the Corporation shall indemnify, defend and hold
harmless Executive, to the fullest extent provided under applicable law, against
any losses, claims, damages, liabilities, action, suit, proceeding, cost or expense
(including reasonable attorneys fees) (collectively, Liabilities) arising out of
or pertaining to any action against Executive for any material misstatement or
omission in the Annual Report; provided, however, notwithstanding the foregoing
provisions of this sentence, the Corporation shall have no obligation to indemnify,
defend or hold harmless Executive for Liabilities arising out of or pertaining to
any material misstatement or omission in the Annual Report which is actually known
to Executive (without duty of investigation) and not disclosed by him to the
Corporation at the time of his delivery to the Corporation of the Sub-certification
Certificate.19.
    
    Entire Agreement. This Agreement supersedes and replaces all prior
and contemporaneous written or oral agreements relating to Executives employment,
compensation and employment termination, including the Employment Agreement (other
than the post-termination provisions which survive the termination of the
Employment Agreement as provided therein), but not including any and all stock
option agreements between Executive and the Corporation and any employee benefit
plans or programs.20.
    
    Interpretation; Enforcement. This Agreement will be interpreted and
enforced according to the laws of the Commonwealth of Pennsylvania, without regard
to its conflicts of laws provision. The parties hereto further agree that any
action to enforce any right or obligation under this Agreement shall be subject to
the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania. Each
Party hereby consents to personal jurisdiction in any action brought in any court,
federal or state, within the Commonwealth of Pennsylvania having subject matter
jurisdiction in this matter. Each Party hereby irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the bringing
of any such action or proceeding in such jurisdiction.21.
    
    Amendment. No provision of this Agreement may be modified, amended
or revoked, except in a writing signed by Executive and an authorized official of
the Corporation.22.
    
    Acknowledgment of Waiver of Claims Under ADEA.Executive
acknowledges that he is waiving and releasing any rights he may have under the Age
Discrimination in Employment Act of 1967 (ADEA) and that this waiver and release
is knowing and
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voluntary. Executive and the Corporation agree that this waiver and
release does not apply to any rights that or claims that might arise under the ADEA
after the date of this Agreement. Executive acknowledges that the consideration
given for this waiver and release agreement is in addition to anything of value to
which Executive was already entitled. Executive further acknowledges that he has
been advised by this writing that (a) he has at least twenty-one (21) days within
which to consider this Agreement, (b) he has seven days following the execution of
this Agreement by the Parties to revoke the Agreement and (c) this Agreement shall
not be effective until the revocation period has expired. Any revocation should be
in writing and delivered to the Corporation by the close of business on the seventh
day from the date that Executive signs this Agreement.
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/s/ Joseph A. FerraraJoseph A. FerraraAddress: TOLLGRADE COMMUNICATIONS, INC.By:
    /s/ Jennifer M. ReinkeName:
    Jennifer M. ReinkeTitle:
    General Counsel and SecretaryAddress:
    493 Nixon Road
Cheswick, PA  15024 10




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Exhibit A   CERTIFICATE
  1.
    
    I understand that this certificate will be relied upon by the Chief
Executive Officer and Chief Financial Officer of Tollgrade Communications, Inc.
(the Corporation) in making the certifications required of them in the
Corporations annual report for its 2010 fiscal year on Form 10-K (the Annual
Report).2.
    
    I have reviewed the Annual Report (as distributed on , 20___). I did
not participate in the preparation of the Annual Report.3.
    
    Based on my actual knowledge (without duty of investigation) gained during
my employment by the Corporation, except as set forth in the Schedule attached
hereto, nothing has come to my attention that causes me to believe that the Annual
Report contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading.4.
    
    Based on my actual knowledge (without duty of investigation) gained during
my employment by the Corporation, except as set forth in the Schedule attached
hereto, nothing has come to my attention that causes me to believe that the
financial statements and other financial information included in the Annual Report,
do not fairly present in all material respects the financial conditions, results of
operations and cash flows of the corporation as of, and for, the year ended
December 31, 2010.5.
    
    Based on my actual knowledge (without duty of investigation) gained during
my employment by the Corporation, except as set forth in the Schedule attached
hereto, nothing has come to my attention that causes me to believe that there is
any material weakness or significant deficiency in the design or operation of the
Corporations disclosure controls and procedures or the Corporations internal
controls over financial reporting as they existed and were utilized as of the last
day of my employment by the Corporation, which could adversely affect the
Corporations ability to timely and accurately report the financial and other
information required to be disclosed by the Corporation in its periodic reports
required to be filed pursuant to the Securities Exchange Act of 1934, as amended.
 
 Joseph A. Ferrara