exv10w20



 




EXHIBIT 10.20


AMENDMENT 1 TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT




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



     WHEREAS, the Company currently employs Employee pursuant to Second 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 7.1(e) and 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
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. Amendment to Clarify Language of Section 7.1(d). Section 7.1(d) of the Agreement
shall be, and hereby is, deleted in its entirety and replaced with following:





Employee will receive on a pro-rata basis for the period of service
any awards under the LTIPs that are ultimately earned (as defined in
any LTIP document) for any performance period, regardless of whether
earned, vested or unvested as of the Employee’s termination date, on
terms and at the times set forth in the LTIP (but without the
requirement of Employee’s employment on the last day of any
performance period or on any vesting date).



          4. 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.



          5. 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.




          6. 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/ Kevin T. Conroy	 	 	 
	 	 	 	 	 
	 	 	Kevin T. Conroy	 	 
	 
	 	 	 	 	 	 
	 	 	Third Wave Technologies, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lawrence J. Murphy	 	 
	 
	 	 	 	 

	 	 
	 

	 	Name:	 	Lawrence J. Murphy	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Chairman of Compensation Committee	 	 
	 

	 	 	 	 

	 	 







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