Exhibit
10.1


 


AMENDMENT
NO. 1 TO


EMPLOYMENT AGREEMENT


 


This Amendment No. 1 (the “Amendment”) to the
Employment Agreement dated March 10, 2006 (the “Agreement”) is by and
between Transaction Network Services, Inc. (the “Company”), a Delaware
corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation,
on the one hand (collectively, “TNS”), and Henry H. Graham, Jr. (“Executive”),
on the other hand, and is effective January 1, 2010 (the “Amendment
Effective Date”).  Any terms used, but
not defined, herein, shall have the meanings set forth in the Agreement.


 


WHEREAS, TNS and Executive desire to amend the
Agreement to modify certain terms and conditions contained in the Agreement.


 


NOW, THEREFORE, in consideration of the foregoing
recital (which forms a part of this Amendment), 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 Amendment,
intending to be legally bound, agree as follows:


 


1.             Term.  Section 2 (Term) of the Agreement is
hereby amended so that the Term shall be, and hereby is, extended through December 31,
2012.


 


2.             Base
Salary. Section 4(a) (Base Salary) of the Agreement is hereby
amended so that, beginning on the Amendment Effective Date, the Executive’s
Base Salary shall be $621,850 per annum.


 


3.             Incentive
Opportunities.  Beginning on the
Amendment Effective Date, Executive’s AIP Annual Target, as defined in Section 4(b) of
the Agreement, shall be 100% of the Base Salary and Executive’s LTIP Annual
Target, as defined in Section 4(c) of the Agreement, shall be 200% of
the Base Salary.


 


4.             Executive
Benefits.  Beginning on the Amendment
Effective Date, Appendix 1 (Summary of Executive Benefits) to the Agreement is
hereby amended by deleting in their entirety Section 1 (Health Benefits)
and Section 4 (Car Allowance).


 


5.             General.  All other terms and conditions of the
Agreement remain in full force and effect and applicable to the provision of
services under this Amendment.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original and both of which shall be deemed one and the same instrument.  The persons signing below represent and
warrant that they are authorized to execute this Amendment on behalf of the
respective parties.


 


[signatures on next page]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No. 1.


 


	
  Transaction Network Services, Inc.

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James T. McLaughlin

  	
   

  	
  /s/ Henry H. Graham, Jr.

  
	
   

  	
   

  	
   

  	
  Henry H. Graham, Jr.

  
	
   

  	
  James T. McLaughlin

  	
   

  	
   

  
	
   

  	
  EVP, General
  Counsel & Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TNS, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James T. McLaughlin

  	
   

  	
   

  
	
   

  	
  James T. McLaughlin

  	
   

  	
   

  
	
   

  	
  EVP, General
  Counsel & Secretary

  	
   

  	
   

  



 


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