Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 4, 2009, the Board of Directors of Tollgrade Communications, Inc. (the "Company") approved, at the recommendation of the Compensation Committee, the further amendment and restatement of the Company's 2006 Long-Term Incentive Compensation Plan, as amended and restated (the "Plan") to modify the definition of "Change in Control" as such term is used in the Plan. Prior to this amendment and restatement, the definition appearing in the 2006 LTIP provided that a Change in Control would have been deemed to occur if the Board, by a majority vote, agreed that a Change in Control had occurred, or was about to occur, and provided further that regardless of the Board's vote, a Change in Control would be deemed to occur upon the satisfaction of certain conditions. As amended and restated, the definition was modified to provide that a Change in Control is deemed to occur only upon the satisfaction of such conditions, rather than upon the Board's determination that a Change in Control had occurred or was about to occur.
A copy of the 2006 Long-Term Incentive Compensation Plan, as amended and restated on June 4, 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 June 4, 2009), filed herewith

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