EX-10.1






Exhibit 10.1




 AGREEMENT




     THIS AGREEMENT (“Agreement”) is made as of the 21st day of November, 2008, by and
between SAMUEL C. KNOCH (“Executive”) and TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania
corporation (the “Corporation”) (Executive and the Corporation are referred to sometimes
hereinafter individually as “Party” and collectively as, the “Parties”).



W I T N E S S E T H:




     WHEREAS, Executive currently is employed by the Corporation as its Chief Financial
Officer; and



     WHEREAS, the Corporation has determined it appropriate to terminate the Executive’s
employment with the Corporation effective as of 11:59 p.m. on October 17, 2008 (the
“Date of Termination”); and



     WHEREAS, on and subject to the terms and conditions of this Agreement, Executive
and the Corporation desire to settle fully and finally all matters between them,
including, without limitation, any matters that relate to Executive’s employment, the
termination of that employment, or Executive’s association with the Corporation
generally, whether as an employee, officer, shareholder or otherwise.



     NOW, THEREFORE, in consideration of the premises and the covenants and agreements
set forth herein, the Parties hereto, intending to be legally bound, agree as follows:



     1. Termination. In connection with his termination of employment,
Executive hereby resigns his position as an officer 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, consultant, agent
or other authorized representative of the Corporation or any of its subsidiaries.



     2. Separation Pay.



          (a) The Corporation shall pay to Executive as separation pay the following
payments, to be paid within ten days following the date of execution of this Agreement:





	 	(i)	 	an amount equal to the sum of (A)
Executive’s base salary through the Date of Termination to the
extent not theretofore paid and (B) any vacation pay and other
cash entitlements accrued by Executive as of the Date of
Termination to the extent not theretofore paid; and
	 
	 	(ii)	 	twenty six (26) weeks of the
Executive’s current base salary, which equals the sum of
$108,584.84.




 









 











          (b) The Corporation will withhold from any amount to be paid to Executive pursuant
to Section 2(a) the appropriate deductions as required by federal, state and local law,
and the net amount will be paid to Executive.




          (c) The Corporation hereby acknowledges that all options to acquire stock of the
Corporation held by Executive under the Corporation’s 1995 Long-Term Incentive Plan and
2006 Long-Term Incentive Plan which are vested as of the Date of Termination shall
remain exercisable by Executive as provided under the terms of these plans.




     3. Continuation of Certain Benefits. From the Date of Termination and
continuing until the end of the calendar month of the date twenty six (26) weeks after
the date of execution of this Agreement, Executive shall be entitled to continue to
receive the medical, dental and vision insurance benefits provided by the Corporation to
Executive as of the Date of Termination, as though he had remained in the employment of
the Corporation for such period. If for any reason, whether by law or provisions of the
Corporation’s employee benefit plans or otherwise, any benefits to which Executive would
be entitled under the foregoing sentence cannot be paid pursuant to such employee
benefit plans, then the Corporation hereby agrees to pay to Executive the difference
between (x) the benefits which Executive would have received in accordance with the
foregoing and (y) the amount of benefits, if any, actually paid by the Corporation or
such employee benefit plan. The Corporation shall not be required to pre-fund its
obligation to pay the foregoing difference. Notwithstanding the foregoing, to the
extent the Corporation, in writing, reasonably requests Executive to elect COBRA
continuation coverage during such period to enable the Corporation to continue providing
coverage as required hereunder, Executive shall timely do so.



     4. Outplacement Services. In addition to the separation pay and benefits
described in Sections 2 and 3 hereof, the Corporation shall make available to the
Executive outplacement services with Challenger, Gray & Christmas, Inc. or such other
executive placement service provider as the Corporation shall determine and shall bear
the expense of such services for Executive’s benefit up to a maximum of $6,000.00. The
maximum period during which expenses may be incurred shall expire on December 31 of the
second calendar year following the Date of Termination and any reimbursements of the
Executive to be made by the Corporation for such expenses shall be made no later than
December 31 of the third calendar year following the Date of Termination.



     5. 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.



     6. 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 five percent
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 of Termination, 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 of Termination, 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 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 6 (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.



     7. Mutual General Release and Covenant Not-to-Sue.



          (a) By Executive.





	 	(i)	 	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, discharges and holds harmless the Corporation, its
subsidiaries and other affiliates, predecessors, successors
and benefit plans, their respective shareholders, officers,
directors, employees, administrators, agents and
representatives, insurers and re-insurers, claims
professionals, attorneys, 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 Termination. 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 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.
	 
	 	 	 	“Claims” shall also include, without limitation, all claims
under the Sarbanes-Oxley Act, any alleged violation of Title
VII of the Civil Rights Act of 1964, as amended, The
Americans with Disabilities Act of 1990, as amended, The
Civil Rights Act of 1991, Sections 1981 through 1988 of
Title 42 of the United States Code, as amended, The Employee
Retirement Income Security Act of 1974, as amended, The Age
Discrimination in Employment Act of 1967, as amended, The
Older Workers Benefit Protection Act, The Pennsylvania Human
Relations Act, as amended, the Family and Medical Leave Act,
any other federal, state or local civil or human rights law
or any other local, state or federal law, regulation or
ordinance, any public policy, contract, tort or common law;
or any allegation for costs, fees or other expenses,
including attorneys’ fees incurred in these matters.
	 
	 	(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 (including but not limited to any
claim for unemployment compensation benefits) asserting Claims
which are within the scope of the release in Section 7(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
7(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 of its obligations under this Agreement.
	 
	 	(iv)	 	Excluded from the release and
covenant not to sue set forth in Sections 7(a)(i) and
7(a)(ii), respectively, are any Claims which cannot be waived
by law, any rights that may arise after the Date of
Termination (including matters arising pursuant to this
Agreement) and any claim 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
7(a)(i) be effective as a full and final release of each and
every thing released herein.





          (b) By the Corporation.





	 	(i)	 	The Corporation, for itself, its
subsidiaries and other affiliates, agents, attorneys,
representatives, 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, discharges and
holds harmless Executive, his affiliates, agents,
representatives, attorneys, 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 a 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,
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 Termination.
	 
	 	(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
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 7(b)(i) and
7(b)(ii), respectively, are any Claims which cannot be waived
by law, any rights that may arise after the Date of
Termination (including matters arising pursuant to this




 









 






	 	 	 	Agreement) and any Claims against any Executive Releasee for
fraud, deceit, theft or misrepresentation.






The Corporation acknowledges and agrees that it is its intention
that the release set forth in Section 7(b)(i) be effective as a
full and final release of each and every thing released herein.



     8. Non-Disclosure and Non-Competition Agreement. The Corporation and
Executive acknowledge that they are parties to a Non-Disclosure and Non-Competition
Agreement dated July 23, 1996 (the “NDNCA”). Following the Date of Termination,
Executive shall continue to remain bound by the covenants and agreements of the NDNCA
which are stated therein to survive or continue beyond the termination of Executive’s
employment. In addition, Executive agrees that for a further period six months
following the Date of Termination, Executive shall not, in the United States of America,
or in any other country of the world in which the Corporation or any of its subsidiaries
do business, directly or indirectly, whether as principal or as agent, officer,
director, employee, consultant, or otherwise, alone or in association with any other
person, corporation or other entity, engage or participate in, become employed by, be
connected with, lend credit or money to, furnish consultation or advice or permit her
name to be used in connection with, any Competing Business. For purposes of this
Agreement, the term “Competing Business” shall mean any person, corporation or other
entity engaged in the business of: (a) providing testing or other electronic equipment
to the telecommunications or cable television industry; or (b) selling or attempting to
sell any products or services which are the same as or similar to: (i) products or
services sold by the Corporation within the two years immediately prior to the Date of
Termination; or (ii) new products of the Corporation with respect to which the
Corporation had allocated engineering resources as of the Date of Termination to develop
such new products. Executive represents and warrants that despite the restrictions set
forth in this Section 8, Executive will be able to be gainfully employed and support
himself and his family by employment in an entity that is not engaged in a Competing
Business.



     9. 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.



     10. Non-Disparagement.



          (a) Executive agrees that he will not, directly or indirectly, 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 Senior
Leadership Team of the Corporation as constituted on the date hereof, 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
these employees not to make any disparaging statements about Executive.




 









 








          (c) As used in this Section 10, 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.




     11. 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 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.



     12. 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 7(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 6 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.





     13. 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 7(b) (the “Corporation’s Release”).
	 
	 	(c)	 	The consideration received by the Corporation for the
Corporation’s Release constitutes lawful and adequate consideration.





     14. 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 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.



     15. 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.



     16. 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.



     17. 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; (b) overnight
delivery; or (c) registered or certified mail, return receipt requested, postage
prepaid, 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 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 17. Nothing in this Agreement will affect the right of any Party to service
process in any other manner permitted by law. Nothing in this Section shall be
construed to supercede the notices required under Sections 22 and 23 hereof.



     18. Entire Agreement. This Agreement supersedes and replaces all prior and
contemporaneous written or oral agreements relating to Executive’s employment,
compensation and employment termination, but not including: (a) the NDNCA; (b) any
provisions of the Executive’s change in control agreement which, by their nature,
survive the termination of the Executive’s employment; (c) any and all stock option or
restricted stock agreements between Executive and the Corporation; and (d) any employee
benefit plans or programs, including, without limitation, the Plans.



 









 





     19. 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. 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.



     20. 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.



     21. Delivery of Agreement to Corporation by Executive. If Executive
decides to sign this Agreement, Executive agrees to immediately send the signed
Agreement to the Corporation by registered or certified U.S. mail to the attention of
V.P, Human Resources (address below) on the date it is signed by Executive. This
Agreement shall be considered to have been delivered to and received by the Corporation
at the address set forth above on the date it is received by the Corporation. The
Agreement should be addressed as follows:


Joseph O’Brien

V.P. Human Resources

Tollgrade Communications, Inc.

493 Nixon Road

Cheswick, PA 15024




     22. Period of Revocation. Executive may revoke this Agreement for a
period of seven (7) days following the day he executes this Agreement. Any revocation
within this period must be submitted, in writing, to Joseph O’Brien, V.P. Human
Resources and state, “I hereby revoke my acceptance of the Agreement and General
Release.” The revocation must be personally delivered to him, or his designee, or
mailed to Joseph O’Brien, V.P. Human Resources at the above-listed address and be
postmarked within seven (7) days of execution of this Agreement. This Agreement shall
not become effective or enforceable until the revocation period has expired. If the
last day of the revocation period is a Saturday, Sunday, or legal holiday in
Pennsylvania, then the revocation period shall not expire until the next following day
which is not a Saturday, Sunday, or legal holiday.



     23. Executive Acknowledgement. Executive acknowledges that:




(a) Executive has had ample time to review all provisions of this Agreement and
fully understands what those provisions mean.




(b) Executive has been encouraged by Corporation to review this Agreement with
his or her legal counsel and other advisors, and has had ample time to do this.




(c) Executive is entering into this Agreement of Executive’s own free will and
choice, without being pressured, forced or coerced into signing. Executive is in
good health and of sound mind, and there is no reason why Executive would be
unable to make a knowing and voluntary decision to agree to this Agreement.



 









 






(d) Executive is waiving and releasing any rights he may have under certain
employment statutes, including the Age Discrimination in Employment Act of 1967
(“ADEA”) and that this waiver and release is knowing and 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.




PLEASE READ THIS DOCUMENT CAREFULLY. IT IS A LEGAL DOCUMENT. IT INCLUDES AN
AGREEMENT BY EXECUTIVE TO GIVE UP ALL KNOWN AND UNKNOWN CLAIMS AGAINST TOLLGRADE
COMMUNICATIONS, INC, ITS SUCCESSORS, SUBSIDIARIES AND AFFILIATES (AND ALL
EMPLOYEES, AGENTS AND OFFICERS OF SUCH ENTITIES).




EXECUTIVE
IS HEREBY ADVISED THAT HE HAS
UP TO FORTY-FIVE (45) CALENDAR DAYS
TO REVIEW THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION
OF THIS AGREEMENT AND GENERAL RELEASE.




EXECUTIVE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS
AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL
FORTY-FIVE (45) CALENDAR DAY CONSIDERATION PERIOD.




HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES AND TO RECEIVE
THE SUMS AND BENEFITS IN PARAGRAPH “2” ABOVE, EXECUTIVE FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE
AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST THE CORPORATION.



-— Signature Page Follows —




 









 







We the undersigned, intending to be legally bound, do hereby sign and agree to this Agreement, on
the dates set forth below:




	 	 	 	 	 	 	 	 
	 	WITNESS:
		 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	/s/ Joni Knoch	 	 	 	/s/ Samuel C. Knoch
	 	 	 	 	 	 
	 	 	 	 	 	Samuel C. Knoch
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	Address:	 	 
	 

	 	 	 	 	 	 	633 Martin Road
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	Tarentum, PA 15084
	 	 	 	 	 	 
	 
	 

	 	 	 	 	Date:
	 	     11/21/08
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	TOLLGRADE COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	By:
	 	/s/ Sara M. Antol
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Sara M. Antol
	 

	 	 	 	 	 	 	 
	 

	 	 	 	 	Title:
	 	General Counsel
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	Address:
	 	493 Nixon Road
	 

	 	 	 	 	 	 	Cheswick, PA 15024
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	Date:
	 	     11/20/08