Exhibit 10.1**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the7th day of November 2007, by and between Cindy S. Ahn (“Employee”) and Third WaveTechnologies, Inc., a Delaware corporation (the “Company”).     **WHEREAS**, the Company and the Employee are parties to an Employment Agreement dated as of March12, 2007;     **WHEREAS**, the Company and the Employee desire to enter into this Agreement to amend and restatethe original Agreement in its entirety and to set forth in this Agreement the conditions underwhich the Employee is to be employed by the Company.     **NOW, THEREFORE**, in consideration of the mutual covenants and conditions hereinafter set forth,and other good and valuable consideration, the receipt and legal sufficiency of which is herebyacknowledged, the parties agree as follows:     1. Employment. The Company hereby agrees to employ Employee as its Vice President,Corporate Secretary and General Counsel and Employee hereby agrees to serve the Company in suchposition, all subject to the terms and provisions of this Agreement. Employee agrees (a) to devoteEmployee’s full-time professional efforts, attention and energies to the business of the Company,and (b) to perform such reasonable responsibilities and duties customarily attendant to theposition of Vice President and General Counsel. Employee may engage in additional activities inconnection with (i) serving on corporate, civic and charitable boards and committees, (ii)delivering lectures and fulfilling speaking engagements, (iii) managing personal investments; and(iv) engaging in charitable activities and community affairs, provided that such activities do notinterfere with Employee’s performance of Employee’s duties under this Agreement.     2. Term of Employment. Employee’s employment will continue until terminated asprovided in Section 6 below (the “Employment Term”).     3. Compensation. During the Employment Term, Employee shall receive the followingcompensation.     3.1 Base Salary. Employee’s annual base salary on the date of this Agreementis Two Hundred Twenty Thousand Dollars ($220,000), payable in accordance with the normalpayroll practices of the Company (“Base Salary”). Employee’s Base Salary will be subject toannual review by the Compensation Committee and/or the Board of Directors of the Company.During the Employment Term, on or about each anniversary date of this Agreement, the Companyshall review the Base Salary amount to determine any increases. In no event shall the BaseSalary be less than the Base Salary amount for the immediately preceding twelve (12) monthperiod other than as permitted in Section 6.1(c) hereunder.     3.2 Annual Bonus Compensation. Employee shall be eligible to be considered foran annual bonus as may be determined by the Company’s CEO and approved by the CompensationCommittee in its and their sole discretion each calendar year. The initial target annualbonus percentage that Employee is eligible to earn for the initial calendar year hereunderis anticipated to be up to an available thirty-five percent (35%) of Employee’s Base Salary,to be awarded in the sole discretion of the Company’s CEO and approved by the Compensation
 

 
Committee (pro-rated, as applicable, for a partial calendar year period), and suchpercentage shall be subject to modification in the initial or subsequent calendar years inthe sole discretion of the CEO and the Compensation Committee. Any such bonus shall bebased upon the compensation principles of the Company in effect at the time the CEOdetermines and the Compensation Committee approves the amount of any bonus to be awarded,and except as expressly set forth in Section 7 hereof, Employee shall not be eligible toreceive an annual bonus for any calendar year unless Employee remains employed with theCompany through December 31 of the applicable calendar year and through the date on whichsuch bonus is approved by the Compensation Committee, provided, however, that in any event,if Employee is terminated with Cause or resigns without Good Reason, or is given or givesnotice of either, no bonus will be due thereafter under any circumstance. For the avoidanceof doubt, Employee acknowledges and agrees that it has no contractual right under thisAgreement to any annual bonus payment or any target bonus percentage, and that any bonusthat is paid to Employee shall be at the sole discretion of the CEO and the CompensationCommittee.     3.3 Long Term Incentive Plan. Employee shall participate in the Company’s LongTerm Incentive Plans (“LTIPs”) at the level and to the extent determined by the CompensationCommittee in its sole discretion. Employee’s benefits under the LTIPs shall be determinedpursuant to the terms of the plan documents for such LTIPs.     3.4 Equity Incentives and Other Long Term Compensation. The Company, upon theapproval of the Compensation Committee, may grant Employee from time to time options orrights to purchase shares of the Company’s common stock, or other forms of equity, both as areward for past individual and corporate performance, and as an incentive for futureperformance. Such options or other rights, if awarded, will be pursuant to the Company’sthen current stock plan and in accordance with the Company’s Statement of Policy withRespect to Equity Award Approvals in effect from time to time. All options and other equityrights granted to Employee shall vest in equal installments over the four-year periodcommencing with the date of grant of such options or rights, subject to the acceleration ofvesting (i) as described in Section 6.3 hereof, (ii) as described in Section 7.2(c) hereof,and (iii) as may be set forth in the grant agreements issued by the Company, as amended,provided, that in the event of a conflict between any grant agreement and this Agreement(other than Section 6.3 and Section 7.2(c) of this Agreement), the grant agreement shallcontrol.     4. Benefits.     4.1 Benefits. Employee will be entitled to participate in all benefit programsthat are generally provided to similarly situated employees of the Company (such as sickleave, insurance (e.g., medical, life and long-term disability), profit-sharing, retirement,and other benefit programs), in accordance with any plan documents applicable to suchbenefit programs and all rules and policies of the Company related to such benefit programs.The benefits generally provided to employee and others similarly situated is subject tochange from time to time in the Company’s sole discretion.     4.2 Vacation and Personal Time. The Company will provide Employee with four(4) weeks of paid vacation each calendar year Employee is employed by the Company, inaccordance with Company policy. Unused vacation in any calendar year is lost at the end ofsuch year and does not rollover to the next year. The foregoing vacation days shall be inaddition to standard paid holiday days for employees of the Company.
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     5. Business Expenses. Upon submission of a satisfactory accounting by Employee,consistent with current policies of the Company (as may be modified by the Company from time totime in its sole discretion), the Company will reimburse Employee for any out-of-pocket expensesreasonably incurred by Employee in the furtherance of the business of the Company.     6. Termination.     6.1 By Employee.     (a) Without Good Reason. Employee may terminate Employee’s employmentpursuant to this Agreement at any time without Good Reason (as defined below) withat least sixty (60) business days’ written notice (the “Employee Notice Period”) tothe Company. Upon termination by Employee under this section, the Company may, inits sole discretion and at any time during the Employee Notice Period, suspendEmployee’s duties for the remainder of the Employee Notice Period, as long as theCompany continues to pay compensation to Employee, including benefits, throughoutthe Employee Notice Period.     (b) With Good Reason. Employee may terminate Employee’s employmentpursuant to this Agreement with Good Reason (as defined below) at any time withinninety (90) days after the occurrence of an event constituting Good Reason.     (c) Good Reason. “Good Reason” shall mean any of the following: (i)Employee’s Base Salary is reduced in a manner that is not applied proportionately toother senior executive officers of the Company, provided any such reduction shallnot exceed thirty percent (30%) of Employee’s then current Base Salary; or (ii) theoccurrence of a material breach by the Company of any of its obligations to Employeeunder this Agreement, provided the Employee gives the Company written notice of suchmaterial breach and thirty (30) days to cure such material breach.     6.2. By the Company.     (a) With Cause. The Company may terminate Employee’s employmentpursuant to this Agreement for Cause, as defined below, immediately upon writtennotice to Employee.     (b) Cause. “Cause” shall mean any of the following:(i) any willful refusal to perform essential job duties whichcontinues for more than ten (10) days after notice from the Company;(ii) any intentional act of fraud or embezzlement by the Employee inconnection with the Employee’s duties or committed in the course ofEmployee’s employment;(iii) any gross negligence or willful misconduct of the Employee withregard to the Company or any of its subsidiaries resulting in amaterial economic loss to the Company;(iv) the Employee is convicted of afelony;
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(v) the Employee is convicted of a misdemeanor the circumstances ofwhich involve fraud, dishonesty or moral turpitude and which issubstantially related to the circumstances of Employee’s job with theCompany;(iv) any willful and material violation by the Employee of anystatutory or common law duty of loyalty to the Company or any of itssubsidiaries resulting in a material economic loss;(v) any material breach or violation of the Company’s Code ofBusiness Conduct; or(vi) any material breach by the Employee of this Agreement or any ofthe Agreements referenced in Section 8 of this Agreement.     (c) Without Cause. Subject to Section 7.1, the Company may terminateEmployee’s employment pursuant to this Agreement without Cause upon at least thirtydays’ written notice (“Company Notice Period”) to Employee. Upon any termination bythe Company under this Section 6.2(c), the Company may, in its sole discretion andat any time during the Company Notice Period, suspend Employee’s duties for theremainder of the Company Notice Period, as long as the Company continues to paycompensation to Employee, including benefits, throughout the Company Notice Period.     6.3 Death or Disability. In the event of the death or Disability (definedherein) of Employee during the Employment Term, (i) Employee’s employment and this Agreementshall immediately and automatically terminate, (ii) the Company shall pay Employee (or inthe case of death, employee’s designated beneficiary) Base Salary and accrued but unpaidbonuses, in each case up to the date of termination, and (iii) all equity awards granted toEmployee, whether stock options or stock purchase rights under the Company’s equitycompensation plan, or other equity awards, that are unvested at the time of terminationshall immediately become fully vested and exercisable upon such termination. NeitherEmployee, her beneficiary nor estate shall be entitled to any severance benefits set forthin Section 7 if terminated pursuant to this Section 6.3. For purposes of this Agreement,“Disability” shall mean any physical incapacity or mental incompetence as a result of whichEmployee is unable to perform the essential functions of Employee’s job for an aggregate ofmore than six (6) months during any twelve-month period. Employee acknowledges and agreesthat given the nature of Employee’s position with the Company it would cause the Company tosuffer an undue hardship if required to retain Employee beyond the six (6) month period ifEmployee remains unable to perform the essential functions of Employee’s job, with orwithout a reasonable accommodation.     6.4 Survival. The agreement described in Section 8 hereof and attached heretoas Schedule A shall survive the termination of this Agreement.     7. Severance and Other Rights Relating to Termination and Change of Control.     7.1 Termination of Agreement Pursuant to Section 6.1(b) or 6.2(c). If theEmployee terminates Employee’s employment for Good Reason pursuant to Section 6.1(b), or theCompany terminates Employee’s employment without Cause pursuant to Section 6.2(c), subjectto the
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conditions described in Section 7.3 below, the Company will provide Employee the followingpayments and other benefits:     (a) The Company shall immediately pay to Employee a lump-sum amount equal tothe sum of (i) six (6) months of Employee’s then current Base Salary, (ii) anyaccrued but unpaid Base Salary as of the termination date; and (iii) any accrued,earned, awarded and vested, but unpaid, bonus and/or LTIP awards as of thetermination date.     (b) If Employee elects COBRA coverage for health and/or dental insurance in atimely manner, the Company shall pay the monthly premium payments for such timelyelected coverage when each premium is due until the earlier of: (i) six (6) monthsfrom the date of termination; (ii) the date Employee obtains new employment whichoffers health and/or dental insurance that is reasonably comparable to that offeredby the Company; or (iii) the date COBRA continuation coverage would otherwiseterminate in accordance with the provisions of COBRA. Thereafter, health and dentalinsurance coverage shall be continued only to the extent required by COBRA and onlyto the extent Employee timely pays the premium payments himself.     7.2 Change of Control. The Board of Directors of the Company has determinedthat it is in the best interests of the Company and its stockholders to assure that theCompany will have the continued dedication of the Employee, notwithstanding the possibility,threat or occurrence of a Change of Control (defined in Section 7.2(a) below). The Boardbelieves it is imperative to diminish the inevitable distraction of the Employee by virtueof the personal uncertainties and risks created by a pending or threatened Change of Controland to encourage the Employee’s full attention and dedication to the Company currently andin the event of any threatened or pending Change of Control, and to provide the Employeewith compensation and benefits arrangements upon a Change of Control which ensure that thecompensation and benefits expectations of the Employee will be satisfied and which arecompetitive with those of other similarly-situated companies. Therefore, in order toaccomplish these objectives, the Board has caused the Company to include the provisions setforth in this Section 7.2.     (a) Change of Control. “Change of Control” shall mean, and shall bedeemed to have occurred if, on or after the date of this Agreement, (i) any “person”(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of1934, as amended) or group acting in concert, other than a trustee or otherfiduciary holding securities under an employee benefit plan of the Company acting insuch capacity or a corporation owned directly or indirectly by the stockholders ofthe Company in substantially the same proportions as their ownership of stock of theCompany, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),directly or indirectly, of securities of the Company representing more than 50% ofthe total voting power represented by the Company’s then outstanding votingsecurities, (ii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of the Company and anynew director whose election by the Board of Directors or nomination for election bythe Company’s stockholders was approved by a vote of at least two thirds (2/3) ofthe directors then still in office who either were directors at the beginning of theperiod or whose election or nomination for election was previously so approved,cease for any reason to constitute a majority thereof, (iii) the Company consummatesa merger or consolidation with any other corporation other than a merger orconsolidation which would result in the voting securities of the Company outstandingimmediately prior thereto continuing to represent (either by remaining
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outstandingor bybeing converted into voting securities of the surviving entity) at least 80% ofthe total voting power represented by the voting securities of the Company or suchsurviving entity outstanding immediately after such merger or consolidation, or (iv)the stockholders of the Company approve a plan of complete liquidation; or (v) theCompany consummates a sale or disposition of (in one transaction or a series ofrelated transactions) all or substantially all of its assets.     (b) Payments and Termination Date. If, within twelve (12) months afterthe effective date of a Change of Control, or within six (6) months before theeffective date of a Change of Control, Employee terminates Employee’s employment forGood Reason pursuant to Section 6.1(b) or the Company terminates Employee’semployment without Cause pursuant to Section 6.2(c), subject to the conditionsdescribed in Section 7.3 below, then (i) Employee shall receive severance pay for aperiod of twelve (12) months at Employee’s then current Base Salary, (ii) Employeeshall be entitled to a pro-rata portion of Employee’s annual bonus if the Change ofControl occurs in the last six (6) months of the calendar year, which annual bonusshall be determined, and the pro-rata portion thereof paid, after the end of thecalendar year in accordance the Company’s normal practices as applied to otheremployees who have not terminated their employment with the Company (without therequirement of Employee’s continued employment) and shall be pro-rated to the laterof (a) the date of the Change of Control, or (b) the date of such termination ofemployment (provided that if such termination has not occurred by December 31 of theyear in which such Change of Control occurs, no pro-ration of the annual bonus forsuch calendar year shall be required), (iii) Employee shall be entitled to healthand dental COBRA premium payments in accordance with Section 7.1(b) but the perioddescribed in subsection (i) thereof shall be extended from six (6) months to twelve(12) months, and (iv) the termination shall be treated for purposes of Sections7.2(b), (c) and (d) as if it occurred on the later of the effective date of suchtermination and the effective date of the Change of Control. Any lump-sum severancepayment made to the Employee under Section 7.1(a) during the six (6) months beforethe effective date of a Change of Control shall be credited against the severancepayments provided under this Section 7.2(b) on a pro-rata basis.     (c) Acceleration of Vesting of Equity Awards. Vesting of equity awardsgranted to Employee, whether stock options or stock purchase rights under theCompany’s equity compensation plan, shall be accelerated upon any Change of Controlto the extent set forth in the applicable grant agreement(s), whether optionagreements or restricted stock purchase agreements, between the Company andEmployee, provided, however, at a minimum, fifty percent (50%) of the then unvestedequity awards granted to Employee shall immediately become fully vested andexercisable upon such Change of Control. Employee will be entitled to exercise suchequity awards in accordance with such grant agreements.     (d) LTIP Awards. Any awards granted to Employee under the LTIPs as ofthe Change of Control shall be treated as described in the LTIPs.     (e) 280G. Payments and benefits that trigger Sections 280G and 4999 ofthe Internal Revenue Code of 1986, as amended (the “Code”), will be reduced to theextent necessary so that no excise tax would be imposed if doing so would result inthe employee retaining a larger after-tax amount, taking into account the income,excise and employment taxes imposed on the payments and benefits.
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     7.3 Conditions Precedent to Payment of Severance. The Company’s obligations toEmployee described in Sections 7.1 and 7.2 are contingent on Employee’s delivery to theCompany of a signed waiver and release, in a form reasonably satisfactory to the Company, ofall claims Employee may have against the Company up to the date of the termination ofEmployee’s employment with the Company, and (if applicable) Employee’s not revoking suchrelease. Moreover, the Employee’s rights to receive payments and benefits pursuant toSections 7.1 and 7.2 (including, without limitation, payments under the Company’s equityplans and LTIPs) are conditioned on the Employee’s ongoing compliance with Employee’sobligations as described in Section 8 hereof. Any cessation by the Company of any suchpayments and benefits shall be in addition to, and not in lieu of, any and all otherremedies available to the Company for Employee’s breach of her obligations described inSection 8 hereof.     7.4 No Severance Benefits. Employee is not entitled to any severance benefitsif this Agreement is terminated pursuant to Sections 6.1(a) or 6.2(a) of this Agreement;provided however, Employee shall be entitled to (i) Base Salary prorated through theeffective date of such termination; (ii) bonuses for which the payment date occurs prior tothe effective date of such termination; and (iii) medical coverage and other benefitsrequired by law and plans (as provided in Section 7.5, below).     7.5 Benefits Required by Law and Plans. In the event of the termination ofEmployee’s employment, Employee will be entitled to medical and other insurance coverage, ifany, as is required by law and, to the extent not inconsistent with this Agreement, toreceive such additional benefits as Employee may be entitled under the express terms ofapplicable benefit plans (other than bonus or severance plans) of the Company.     7.6 Six-Month Payment Delay. Notwithstanding the foregoing provisions of thisSection 7, the payment of any amount that has become earned and vested upon Employee’stermination of employment shall be delayed until six (6) months following the date ofEmployee’s termination of employment if and to the extent required by Section 409A of theCode.     8. Restrictions.     8.1 The Confidential Information Agreement. Simultaneously with the executionof this Agreement, Employee will sign the Employee Agreement with Respect to ConfidentialInformation and Invention Assignment attached hereto as Schedule A (the “ConfidentialInformation Agreement”) (provided, however, that if the Employee has previously signed theConfidential Information Agreement, and if the Company chooses to not have the Employee signa new Confidential Information Agreement in connection with the Employee’s execution of thisAgreement, the previously signed Confidential Information Agreement shall be attached heretoas Schedule A).     8.2 Agreement Not to Compete. In consideration for all of the payments andbenefits that may be paid or become due to Employee under or in connection with thisAgreement, Employee agrees that for a period of twelve (12) months after termination ofEmployee’s employment for any reason, Employee will not, directly or indirectly, without theCompany’s prior written consent, (a) perform for a Competing Entity in any Restricted Areaany of the same services or substantially the same services that Employee performed for theCompany; (b) in any
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Restricted Area, advise, assist, participate in, perform services for, or consult with aCompeting Entity regarding the management, operations, business or financial strategy,marketing or sales functions or products of the Competing Entity (the activities in clauses(a) and (b) collectively are, the “Restricted Activities”); or (c) solicit or divert thebusiness of any Restricted Customer; provided, however, if Employee is terminated withoutCause pursuant to Section 6.2(c) or if Employee terminates her employment for Good Reasonpursuant to Section 6.1(b), and if Employee is not paid severance pursuant to Section 7.2(b)in connection with a termination the occurs in proximity with a Change of Control, then theperiod set forth in this Section 8.2 shall be reduced to six (6) months after suchtermination. Employee acknowledges that in Employee’s position with the Company Employeehas had and will have access to knowledge of confidential information about all aspects ofthe Company that would be of significant value to the Company’s competitors.     8.3 Additional Definitions.     (a) Customer. “Customer” means any individual or entity for whom theCompany has provided services or products or made a proposal to perform services orprovide products.     (b) Restricted Customer. “Restricted Customer” means any Customer withwhom/which Employee had contact on behalf of the Company during the twelve (12)months preceding the end, for whatever reason, of Employee’s employment.     (c) Competing Entity. “Competing Entity” means any business entityengaged in the development, design, manufacture, marketing, distribution or sale ofmolecular diagnostics products.     (d) Restricted Area. “Restricted Area” means (i) any geographiclocation where if Employee were to perform any Restricted Activities for a CompetingEntity in such a location, the effect of such performance would be competitive tothe Company, and (ii) any geographic location in which the Employee was assigned orwithin which the Employee conducted business on behalf of the Company within thetwelve (12) months immediately preceding the termination of Employee’s employmentwith Company.     8.4 Reasonable Restrictions on Competition Are Necessary. Employeeacknowledges that reasonable restrictions on competition are necessary to protect theinterests of the Company. Employee also acknowledges that Employee has certain skillsnecessary to the success of the Company, and that the Company has provided and will provideto Employee certain confidential information that it would not otherwise provide becauseEmployee has agreed not to compete with the business of the Company as set forth in thisAgreement.     8.5 Restrictions Against Solicitations. Employee further covenants and agreesthat during Employee’s employment by the Company and for a period of twelve (12) monthsfollowing the termination of her employment with the Company for any reason, Employee willnot, except with the prior consent of the Company’s Chief Executive Officer, directly orindirectly, solicit or hire, or encourage the solicitation or hiring of, any person who isan employee of the Company for any position as an employee, independent contractor,consultant or otherwise, provided that the foregoing shall not prevent Employee from servingas a reference.
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     8.6 Affiliates. For purposes of this Section 8, the term “Company” will bedeemed to include the Company and its affiliates.     8.7 Ability to Obtain Other Employment. Employee hereby represents thatEmployee’s experience and capabilities are such that in the event Employee’s employment withthe Company is terminated, Employee will be able to obtain employment if Employee so choosesduring the period of non-competition following the termination of employment described abovewithout violating the terms of this Agreement, and that the enforcement of this Agreement byinjunction, as described below, will not prevent Employee from becoming so employed.     8.8 Injunctive Relief. Employee understands and agrees that if Employeeviolates any provision of this Section 8, then in any suit that the Company may bring forthat violation, an order may be made enjoining Employee from such violation, and an order tothat effect may be made pending litigation or as a final determination of the litigation.Employee further agrees that the Company’s application for an injunction will be withoutprejudice to any other right of action that may accrue to the Company by reason of thebreach of this Section 8.     8.9 Section 8 Survives Termination. The provisions of this Section 8 willsurvive termination of this Agreement.     9. Arbitration.  Unless other arrangements are agreed to by Employee and the Company,any disputes arising under or in connection with this Agreement, other than a dispute in which theprimary relief sought is an equitable remedy such as an injunction, will be resolved by bindingarbitration to be conducted pursuant to the Agreement for Arbitration Procedure of CertainEmployment Disputes attached as Schedule B hereof.     10. Assignments; Transfers; Effect of Merger. No rights or obligations of the Companyunder this Agreement may be assigned or transferred by the Company except that such rights orobligations may be assigned or transferred pursuant to a merger or consolidation, or pursuant tothe sale or transfer of all or substantially all of the assets of the Company, provided that theassignee or transferee is the successor to all or substantially all of the assets of the Company.This Agreement will not be terminated by any merger, consolidation or transfer of assets of theCompany referred to above. In the event of any such merger, consolidation or transfer of assets,the provisions of this Agreement will be binding upon the surviving or resulting corporation or theperson or entity to which such assets are transferred. The Company agrees that concurrently withany merger, consolidation or transfer of assets referred to above, it will cause any successor ortransferee unconditionally to assume, either contractually or as a matter of law, all of theobligations of the Company hereunder in a writing promptly delivered to the Employee. ThisAgreement will inure to the benefit of, and be enforceable by or against, Employee or Employee’spersonal or legal representatives, executors, administrators, successors, heirs, distributees,designees and legatees. None of Employee’s rights or obligations under this Agreement may beassigned or transferred by Employee other than Employee’s rights to compensation and benefits,which may be transferred only by will or operation of law. If Employee should die while anyamounts or benefits have been accrued by Employee but not yet paid as of the date of Employee’sdeath and which would be payable to Employee hereunder had Employee continued to live, all suchamounts and benefits unless otherwise provided herein will be paid or provided in accordance withthe terms of this Agreement to such person or persons appointed in writing by Employee to receivesuch amounts or, if no such person is so appointed, to Employee’s estate.     11. Taxes. The Company shall have the right to deduct from any payments made pursuantto this Agreement any and all federal, state, and local taxes or other amounts withheld underapplicable law.
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     12. 409A Compliance. The intent of Employee and the Company is that the severance andother benefits payable to Employee under this Agreement not be deemed “deferred compensation”under, or otherwise fail to comply with, Section 409A of the Code. Employee and the Company agreeto use reasonable best efforts to amend the terms of this Agreement from time to time as may benecessary to avoid the imposition of penalties or additional taxes under Section 409A of the Code;provided, however, any such amendment will provide Employee substantially equivalent economicpayments and benefits as set forth herein and will not in the aggregate, materially increase thecost to, or liability of, the Company hereunder.     13. Miscellaneous. No amendment, modification or waiver of any provisions of thisAgreement or consent to any departure thereof shall be effective unless in writing signed by theparty against whom it is sought to be enforced. This Agreement contains the entire Agreement thatexists between Employee and the Company with respect to the subjects herein contained and replacesand supercedes all prior agreements, oral or written, between the Company and Employee with respectto the subjects herein contained. Nothing herein shall affect any terms in the ConfidentialInformation Agreement, the Agreement for Arbitration Procedure of Certain Employment Disputes, theLTIPs, and any stock plans or agreements between Employee and the Company now and hereafter ineffect from time to time except as, and to the extent, specifically described herein. If anyprovision of this Agreement is held for any reason to be unenforceable, the remainder of thisAgreement shall remain in full force and effect. Each section is intended to be a severable andindependent section within this Agreement. The headings in this Agreement are intended solely forconvenience of reference and shall be given no effect in the construction or interpretation of thisAgreement. This Agreement is made in the State of Wisconsin and shall be governed by and construedin accordance with the laws of said State. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument. All notices and all other communications provided for in thisAgreement shall be in writing and shall be considered duly given upon personal delivery, deliveryby nationally reputable overnight courier, or on the third business day after mailing from withinthe United States by first class certified or registered mail, return receipt requested, postageprepaid, all addressed to the address set forth below each party’s signature. Any party may changeits address by furnishing notice of its new address to the other party in writing in accordanceherewith, except that any notice of change of address shall be effective only upon receipt.     The parties hereto have executed this Employment Agreement as of the date first written above.         /s/ Cindy S. Ahn          Cindy S. Ahn (“Employee”)           **Third Wave Technologies, Inc.**(“Company”)           By: /s/ Kevin Conroy              Kevin Conroy, President and CEO           Notice Address:    502 South Rosa Road    Madison, Wisconsin 53719-1256    Attn: Chief Executive Officer  
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