Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 6, 2009, the Board of Directors of Tollgrade Communications, Inc. (the "Company") approved, at the recommendation of the Compensation Committee, the amendment and restatement of the Company's 2006 Long-Term Incentive Compensation Plan (the "Plan") to modify the definition of "Change in Control" as such term is used in the Plan. Under the Plan, a Change in Control is deemed to have occurred upon the satisfaction of specified conditions. The original definition appearing in the Plan included among the conditions which would trigger a Change in Control the approval by stockholders of any of certain events. As amended and restated, the definition was modified to provide that a Change in Control would be deemed to have occurred upon the actual consummation of such events, rather than upon stockholder approval of such events.
A copy of the 2006 Long-Term Incentive Compensation Plan, as amended and restated on May 6, 2009, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits The following exhibit is filed herewith.

Exhibit Number Description 10.1 Tollgrade Communications, Inc. 2006 Long-Term Incentive Compensation Plan (as amended and restated on May 6, 2009), filed herewith

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