exv10w22



 





EXHIBIT 10.22




AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into
effective as of the 7th day of November, 2007, by and between Maneesh Arora (“Employee”)
and Third Wave Technologies, Inc., a Delaware corporation (“Company”).



     WHEREAS, the Company currently employs Employee pursuant to an Amended and Restated Employment
Agreement dated as of March 12, 2007 (the “Agreement”); and



     WHEREAS, the Company and the Employee wish to amend the Agreement as set forth herein.



     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 are hereby
acknowledged, the parties agree as follows:



     1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Agreement.



     2. Amendments to Provide Acceleration of Vesting of Equity Awards upon Death or
Disability.



          A. The last sentence of Section 3.4 of the Agreement shall be, and hereby is, deleted in its
entirety and replaced with the following sentence:





All options and other equity rights granted to Employee shall vest
in equal installments over the four-year period commencing with the
date of grant of such options or rights, subject to the acceleration
of vesting (i) as described in Section 6.3 hereof, (ii) as described
in Section 7.2(b) 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,
this Agreement shall control.



          B. The first sentence of Section 6.3 of the Agreement shall be, and hereby is, deleted in its
entirety and replaced with the following sentence:





Notwithstanding Section 2, in the event of the death or Disability
(defined herein) of Employee during the Employment Term, (i)
Employee’s employment and this Agreement shall immediately and
automatically terminate, (ii) the Company shall pay Employee (or in
the case of death, employee’s designated beneficiary) Base Salary
and accrued but unpaid bonuses, in each case up to the date of
termination, and (iii) all equity awards granted to Employee,
whether stock options or stock purchase rights under the Company’s
equity compensation plan, or other equity awards, that



 









 







are unvested at the time of termination shall immediately become
fully vested and exercisable upon such termination.



          3. Amendments to Clarify Language of Section 7.3. The second sentence of Section 7.3
of the Agreement shall be, and hereby is, deleted in its entirety and replaced with the following
sentence:





Moreover, the Employee’s rights to receive payments and benefits
pursuant to Sections 7.1 and 7.2 (including, without limitation, the
right to payments under the Company’s equity plans and LTIPs) are
conditioned on the Employee’s ongoing compliance with his
obligations as described in Section 8 hereof.



          4. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.




          5. Full Force and Effect. Except as amended hereby, the Agreement remains in full
force and effect and is hereby ratified, confirmed and approved.




[signatures appear on next page]




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          The parties hereto have executed this Amendment as of the date first written above.




	 	 	 	 	 	 	 
	 
	 	/s/ Maneesh Arora	 	 	 	 
	 	 	 	 	 
	 	 	Maneesh Arora	 	 
	 
	 	 	 	 	 	 
	 	 	Third Wave Technologies, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kevin T. Conroy	 	 
	 

	 	 	 	 

Kevin T. Conroy, President and CEO
	 	 







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