exv10w2






Exhibit 10.2




FIRST AMENDMENT TO AGREEMENT




     WHEREAS, Tollgrade Communications, Inc., a Pennsylvania corporation (the
“Corporation”) and Edward H. Kennedy, an individual residing in the Commonwealth of
Virginia and an employee of the Corporation (the “Executive”) have previously entered into
an agreement regarding Executive’s employment and the possibility of a change-in-control, dated as
of September 23, 2010 (the “Agreement”);



     WHEREAS, the parties desire to amend the Agreement; and



     WHEREAS, the Executive and the Corporation agree to the amendments to the Agreement, on the
date herewith.



     NOW, THEREFORE, the Corporation and the Executive, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby,
agree that the Agreement shall be amended as follows:



            1. Section 4(e) of the Agreement shall be and hereby is deleted in its entirety and shall have
no further force and effect and in its place the following shall be inserted:





	 	(e)	 	If any payment or payments due the Executive pursuant to this Agreement
and those which are otherwise payable or distributable to or for the benefit of
the Executive in connection with a change of control of the Corporation,
including a Change-in-Control (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, including
without limitation (i) payments, benefits and distributions pursuant to this
Agreement and (ii) deemed amounts under the Code resulting from the
acceleration of the vesting of any stock options or other equity-based
incentive award) (all such payments, benefits and distributions being referred
to herein as “Contract Payments”), result in (i) an excise tax being
imposed on the Executive pursuant to Section 4999 of the Code, or any successor
federal taxing provision to such Section 4999 (“Excise Tax”) or (ii)
additional taxes being imposed on the Executive pursuant to Section 409A of the
Code, or any successor federal taxing provision to such Section 409A
(“Additional Taxes”), then the Corporation shall pay to the Executive
at the time when each Contract Payment is made, subject to Section 4(i) and the
following sentence, an amount (a “Gross-Up Payment”) such that after
payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes, Excise Tax and Additional Taxes imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax and
Additional Taxes imposed upon the Contract Payments. Notwithstanding the
foregoing, all such amounts payable by the




 









 






	 	 	 	Corporation pursuant to this Section 4(e) shall be paid by the end of the
Executive’s taxable year next following the Executive’s taxable year in
which the Executive remits the related taxes. The Corporation shall be
obligated to pay the Gross-Up Payment to the Executive without regard to
whether his employment with the Corporation is terminated in connection with
a change of control of the Corporation, including a Change-in-Control.





          2. This amendment may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same instrument. Except
as provided in this amendment, the Agreement is, in all other respects, unchanged and is and shall
continue to be in full force and effect, and is hereby in all respects ratified and confirmed.




Signature Page Follows






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     IN WITNESS WHEREOF, the parties have executed this amendment, in duplicate, on the dates set
forth below.



	 	 	 	 	 
	 	TOLLGRADE COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Joseph G. O’Brien
 	 
	 	 	Name:  	Joseph G. O’Brien 	 
	 	 	Title:  	VP, Human Resources 	 
	 
	 	Date Signed: February 20, 2011

 	 
	 	EXECUTIVE

 	 
	 	/s/ Edward H. Kennedy
 	 
	 	Edward H. Kennedy 	 
	 
	 	Date Signed: February 20, 2011

 	 




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