Exhibit 10.37
 SEPARATION AND RELEASE  AGREEMENT
 THIS AGREEMENT
 RECITALS
       1. Termination of Employment provided that
 2. Separation Pay and Continuation of Benefits




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3. Return of Corporation Property
 4. General Release and Covenant Not-to-Sue This
general release also includes, but is not limited to, claims arising under the Age Discrimination
in Employment Act.




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Section 4
 Section 4
 Section 5
 not, for a period of two (2)
years following the Date of Termination,
 Section 5
 5. Non-Disclosure and Non-Competition Agreement
 6. Non-Admission of Liability
 7. Non-Disparagement.
 (a)
    
    Employee agrees that she 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,




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any current, former or prospective customer or supplier of the Corporation, the
media, or to any other person or entity.(b)
    
    The Corporation will instruct its employees not to make any disparaging
statements about Employee to any former or prospective employer of Employee or to any
other person or entity.(c)
    
    As used in this Section 7, 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.
 8. Remedies for Breach
 9. Representations/Warranties by Employee.
 (a)
    
    Employee is signing this Agreement voluntarily and is legally competent to do
so.(b)
    
    Employee has been advised to consult an attorney of her own choice before
signing this Agreement and has had the opportunity to do so.(c)
    
    Employee has read and fully understands each of the provisions of this
Agreement, has been given sufficient and reasonable time to consider each of them and
fully understands her rights under all applicable laws and the ramifications and
consequences of the execution of this Agreement.(d)
    
    No promises, agreements or representations have been made to Employee to induce
her to sign this Agreement, except those that are written in this Agreement.(e)
    
    Employee 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 4
and the consideration received by Employee for such release constitutes lawful and
adequate consideration.
 10. Waiver of Rights
 11. Severability/Applicability




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12. Successors & Assigns
 13. Notices
 14. Entire Agreement
 15. Interpretation; Enforcement
 16. Amendment
 17. Acknowledgment of Waiver of Claims Under ADEA .
 (a)
    
    Employee acknowledges that he or she is waiving and releasing any rights under
the Age Discrimination in Employment Act of 1967 (ADEA) and that this waiver and
release is knowing and voluntary.(b)
    
    Employee and the Corporation agree that this waiver and release does not apply
to any rights or claims that might arise under the ADEA after the date of this
Agreement.(c)
    
    Employee acknowledges that the consideration given for this Agreement is in
addition to anything of value to which Employee was already entitled.(d)
    
    Employee has forty-five (45) days from the day Employee receives this Agreement
to review and consider this Agreement before signing it. If Employee chooses, Employee
may sign this Agreement before the expiration of the forty-five (45) day period. In the
event that Employee signs and returns this Agreement in less than forty-five (45) days,
Employee agrees and acknowledges that such decision was entirely voluntary and that




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Employee had the opportunity to consider this Agreement for the entire forty-five
(45) day period. Employee agrees that any modifications, material or otherwise,
made to this Agreement do not restart or affect in any manner the original
forty-five (45) day consideration period.(e)
    
    Employee has seven (7) days after signing this Agreement to revoke the
Agreement by delivering a written notice of revocation to the Corporation. This
Agreement will not be effective until the revocation period has expired. To be
effective, a revocation must be in writing and must be delivered to the Corporation by
the close of business on the seventh (7th) day following the date that
Employee signs this Agreement.(f)
    
    Employee is advised to consult an independent attorney of her choosing before
signing this Agreement. By signing this Agreement, Employee acknowledges that he or
she has carefully read and fully understands all of its provisions, and that he or she
is signing it voluntarily. Employee also acknowledges that he or she is not relying on
any representations by any representative of the Corporation concerning the meaning of
any aspect of this Agreement.
  WITNESS:/s/Joseph OBrien
    
    
    
    /s/Sara M. Antol

[Employee Name]11/5/09[Date]Address:[Employee address]TOLLGRADE COMMUNICATIONS, INC.
 By:
Name:
    
    /s/Joseph A. Ferrara

Joseph A. FerraraTitle:
    
    President & CEODate:
    
    11/5/2009Address:493 Nixon Rd.Cheswick, PA 15024Attention: General Counsel