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                                  EXHIBIT 10.15

             THIRD WAVE TECHNOLOGIES, INC. LONG TERM INCENTIVE PLAN

1.    PLAN OBJECTIVE

      The Third Wave Technologies, Inc. Long Term Incentive Plan (referred to as
the "Plan") is designed to encourage results-oriented actions on the part of
members of the executive management team and other key employees of Third Wave
Technologies, Inc. (the "Company"). The Plan is intended to align closely
financial rewards for the employees with the achievement of specific performance
objectives by the Company.

2.    ELIGIBILITY

      Members of the executive management team of the Company ("Tier 1
Employees") and other key employees of the Company ("Tier 2 Employees") are
eligible to participate in the Plan. The Administrator (as defined in Section 3
below) shall select the Tier 1 Employees and Tier 2 Employees who may
participate in the Plan (a "Participant").

3.    ADMINISTRATION

      (a) The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors (the "Administrator"). The Administrator may
delegate its authority to administer the Plan to an individual or committee. The
term "Administrator" shall mean the Compensation Committee or such individual or
committee to which authority has been delegated.

      (b) The Administrator shall have full power and authority to establish the
rules and regulations relating to the Plan, to interpret the Plan and those
rules and regulations, to select each Participant for the Plan, to determine the
Participant's target award, performance goals and final award, to make all
factual and other determinations in connection with the Plan, and to take all
other actions necessary or appropriate for the proper administration of the
Plan, including the delegation of such authority or power, where appropriate.

      (c) All powers of the Administrator shall be executed in its sole
discretion, in the best interest of the Company, not as a fiduciary, and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals. The Administrator's administration of the Plan, including
all such rules and regulations, interpretations, selections, determinations,
approvals, decisions, delegations, amendments, terminations, and other actions,
shall be final and binding upon the Company and all employees of the Company,
including each Participant and his or her respective beneficiary(ies).

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4.    TARGET AWARDS AND PERFORMANCE GOALS

      (a) The Administrator shall establish for each Participant who completes
and returns an enrollment agreement, in a form designated by the Administrator,
a target award that shall be payable if and to the extent the Company attains
the performance goals set by the Administrator for a specified performance
period. The executed enrollment agreement shall constitute a Participant's
consent to be subject to the terms of the Plan and to be bound by the authority
of the Administrator as set forth in Section 3.

            (i) Unless the Administrator determines otherwise, the target award
for a Participant who is a Tier 1 Employee shall be an amount equal to three
times the highest annual incentive target amount established for the Participant
during the performance period under the Company's annual incentive plan
applicable to the Participant.

            (ii) Unless the Administrator determines otherwise, the target award
for a Participant who is a Tier 2 Employee shall be an amount equal to two times
the highest annual incentive target amount established for the Participant
during the performance period under the Company's annual incentive plan
applicable to the Participant.

      (b) The Administrator shall establish the performance goals and related
calculation matrices for each performance period and shall promptly provide this
information to each Participant who is eligible for an award for that
performance period. Unless the Administrator determines otherwise, the
performance goals shall be based upon (i) the Company's total shareholder return
ranking as compared to its peer group, (ii) the Company's stock price growth,
and (iii) the growth in the Company's Clinical Molecular Diagnostics revenue.
The Administrator may adjust the performance goals as it deems appropriate to
take into account corporate transactions or other extraordinary events that
occur during the performance period.

      (c) For the purposes of subsection (b), the Administrator shall have the
discretion to determine which companies are included in the peer group. The
Administrator may adjust the peer group from time to time as it deems
appropriate, including by adding, deleting, or replacing companies, to take into
account mergers and other changes in the companies comprising the peer group.

      (d) Unless the Administrator determines otherwise, each performance period
shall be a period of three calendar years beginning on January 1 of the first
calendar year of the performance period and ending on December 31 of the third
year of the performance period.

5.    CALCULATION OF INCENTIVE AWARDS

      (a) At the end of the performance period, the Administrator shall
determine for each participant whether and to what extent the performance goals
have been met and the percentage of the target award that is earned. The
Administrator shall rely upon the audited financial statements of the Company
and its subsidiaries to determine whether and to what extent the performance
goals are met.


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      (b) The Administrator shall compute each Participant's award for the
performance period based upon the Company's achievement of the performance goals
and the matrices provided to the Participant in accordance with Section 4(b). On
or around March 15 of the year following the end of the applicable performance
period, the Company shall credit each Participant's award to a book account
established for the Participant. All amounts credited to a Participant's book
account shall be administered according to the vesting provisions of Section 6
below.

      (c) Participants must be employed on the last day of the applicable
performance period to be eligible for an incentive award under the Plan, except
as described below or except as the Administrator may otherwise determine.

            (i) The beneficiary(ies) of a Participant who dies during the
performance period shall receive a prorated award based upon the Company's
performance at the end of such performance period. The prorated award shall be
calculated from the date on which the Participant became eligible to participate
for the current performance period to the date of the Participant's death. The
Company shall credit the prorated award to a book account established for the
beneficiary(ies) as soon as practicable after the Participant's death.

            (ii) Participants who retire on or after their normal retirement age
(as defined below) during the performance period shall receive a prorated award
based upon the Company's performance at the end of such performance period. The
prorated award shall be calculated from the date on which the Participant became
eligible to participate for the current performance period to the date of the
Participant's normal retirement. The Company shall credit the prorated award to
a book account established for the Participant as soon as practicable after the
Participant's retirement. For purposes of this Plan, "normal retirement age" is
age 65, or, if the Participant has at least five years of service, age 55.

            (iii) Participants who become disabled (as defined below) during the
performance period shall receive a prorated award based upon the Company's
performance at the end of such performance period. The prorated award shall be
calculated from the date on which the Participant became eligible to participate
for the current performance period to the date the Participant is disabled. The
Company shall credit the prorated award to a book account established for the
Participant as soon as practicable after the Participant becomes disabled. For
purposes of this Plan, "disabled" means eligible for long term disability
benefits as determined under a Company-sponsored disability plan.

            (iv) Upon a Change in Control of the Company during the performance
period,

            (1) all performance goals pertaining to awards during such
performance period shall be deemed to have been met 100 percent at the end of
such performance period and Participants who are then employed by the Company on
the date of the Change in Control shall be eligible to receive the maximum award
payout (the maximum award payout equals 200% of the target award).


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            (2) In the event a Participant voluntarily terminates his or her
employment within two years of a Change in Control, such Participant's award
shall be prorated as of the date of the Change in Control and based upon
whichever of the following generates the greatest award:

                  (A) the maximum target achievements for such performance
period prorated as of the date of the Change in Control, or

                  (B) the actual target achievements determined as of the date
of the Change in Control.

            (3) For purposes of the Plan, the term Change in Control shall mean,
and shall be deemed to have occurred if, (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
or group acting in concert, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company acting in such capacity
or a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, 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 percent of the total voting power represented by the Company's then
outstanding voting securities; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; (iii) a merger or consolidation of the Company
with any other corporation is consummated, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least 50 percent of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or (iv) the stockholders of the Company approve an
agreement for the sale or disposition by the Company of (in one transaction or a
series of related transactions) all or substantially all of the Company's assets
which is consummated.

      (d) The Administrator may establish appropriate terms and conditions to
accommodate newly hired, promoted or transferred employees.

6.    VESTING OF INCENTIVE AWARDS

      (a) If a Participant earns an award as described in Section 5 for a
performance period, unless the Administrator determines otherwise, 25 percent of
the award shall vest on the last day of the performance period, 50 percent of
the award shall vest on the last day of the year following the end of such
performance period, and the remaining 25 percent of the award shall vest on the
last day of the second year following the end of such performance period,
provided the Participant continues to be employed by the Company or an affiliate
through such applicable vesting date.


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      (b) If a Participant retires at or after his or her normal retirement age,
becomes disabled, or dies while employed by the Company, the Participant's award
shall be fully vested at the end of the performance period or at the time such
event occurs, whichever is later.

      (c) If a Participant's employment with the Company and its affiliates
terminates prior to a Change in Control for any reason other than as set forth
in subsection (b), any unvested award shall be forfeited to the Company as of
his or her termination date.

      (d) In the event of a Change in Control, each Participant's incentive
award shall become fully vested upon the second year anniversary of the
effective date of a Change in Control. In the event a Participant's employment
with the Company is terminated for Good Reason or involuntary terminated other
than for Cause (as those terms are defined in employment agreements between
Company and Participant) within two years following a Change in Control, the
Participant's award shall automatically vest as of the date of termination of
employment. For the purposes hereof and provided the Participant has no
employment agreement with Company, the term Cause shall mean any of the
following grounds for termination of the Participant's employment:

            (i) the Participant is convicted of a felony;

            (ii) the Participant intentionally and continually fails
substantially to perform his or her reasonably assigned material duties to the
Company (other than a failure resulting from the Participant's incapacity due to
physical or mental illness), which failure has been materially and demonstrably
detrimental to the Company and has continued for a period of at least 30 days
after a written notice of demand for substantial performance, signed by a duly
authorized officer of the Company, has been delivered to the Participant
specifying the manner in which he or she has failed substantially to perform;

            (iii) the Participant engages in willful misconduct in the
performance of his or her duties; or

            (iv) the Participant breaches any non-competition, non-disclosure,
or non-solicitation agreement in effect with the Company.

      (e) A transfer of employment between the Company and an affiliate
(affiliate defined as any business entity controlled by, controlling or under
common control with Company) shall not be considered a termination of employment
for purposes of the Plan.

7.    CHANGES TO PERFORMANCE GOALS AND TARGET AWARDS

      At any time prior to the final determination of awards, the Administrator
may adjust the performance goals and target awards to reflect a change in
corporate capitalization (such as a stock split or stock dividend), or a
corporate transaction (such as a merger, consolidation, separation,
reorganization, or partial or complete liquidation), or to reflect equitably the
occurrence of any extraordinary event, any change in applicable accounting rules
or principles, any change in the Company's method of accounting, any change in
applicable law, any change


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due to any merger, consolidation, acquisition, reorganization, stock split,
stock dividend, combination of shares, or other changes in the Company's
corporate structure or shares, or any other change of a similar nature.

8.    PAYMENT OF AWARDS

      (a) Unless determined otherwise by the Administrator, a Participant may
elect, in the manner specified by the Administrator, to receive payment of his
or her award in (i) cash or (ii) shares of the Company's common stock valued as
of the day that is five business days before the date of distribution. Except as
provided in subsection (b), payment shall be made as soon as administratively
possible following the vesting of an award for any reason. Participants who
elect to take a distribution of their award in the form of the Company's stock,
rather than in cash, shall receive a 10 percent increase in the number of shares
of the Company's stock distributed. The distribution of the Company's stock
shall be made in accordance with the Third Wave Technologies, Inc. 2000 Stock
Plan, pursuant to Section 11 of such plan.

      (b) Unless the Administrator determines otherwise, a Participant who is a
Tier 1 Employee may make an irrevocable election by September 30th of the year
that immediately precedes the year in which his or her award would vest to defer
payment of such award pursuant to a separate deferred compensation arrangement
sponsored by the Company.

      (c) Subject to applicable state law and the notification to, or consent
of, a Participant's spouse, as required, each Participant may designate a
beneficiary or beneficiaries (which beneficiary may be an entity other than a
natural person) to receive any payments which are to be made following the
Participant's death. Such designation may be changed or canceled at any time
without the consent of any such beneficiary but again subject to applicable
state law and the notification to, or consent of, a Participant's spouse, as
required. Any such designation, change, or cancellation must be made on a form
approved by the Administrator and shall not be effective until received by the
Administrator or its designee. If no beneficiary has been named, or the
designated beneficiary or beneficiaries shall have predeceased the Participant,
the beneficiary shall be the Participant's surviving spouse or, if none, the
Participant's estate. If a Participant designates more than one beneficiary, the
interests of such beneficiaries shall be paid in equal shares, unless the
Participant has specifically designated otherwise.

9.    AMENDMENTS AND TERMINATION

      The Company may at any time amend, suspend, or terminate the Plan or any
portion thereof; provided that no amendment that would adversely affect the
rights of a Participant under an outstanding award may take effect without such
Participant's prior written consent. Notwithstanding the foregoing, the Company
shall have the right to modify the terms of the Plan as may be necessary or
desirable to comply with applicable laws.

10.   MISCELLANEOUS PROVISIONS

      (a) This Plan is not a contract between the Company and any Participant.
Neither the establishment of this Plan, nor any action taken hereunder, shall be
construed as giving any


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Participant any right to be retained in the employ of the Company or any of its
subsidiaries. Nothing in the Plan, and no action taken pursuant to the Plan,
shall affect the right of the Company or a subsidiary to terminate a
Participant's employment at any time and for any or no reason. The Company is
under no obligation to continue the Plan.

      (b) A Participant's right and interest under the Plan may not be assigned
or transferred, except as provided in Section 5(c)(i) of the Plan upon death,
and any attempted assignment or transfer shall be null and void and shall
extinguish, in the Company's sole discretion, the Company's obligation under the
Plan to pay award(s) with respect to the Participant. The Company's obligations
under the Plan may be assigned to any corporation which acquires all or
substantially all of the Company's assets or any corporation into which the
Company may be merged or consolidated.

      (c) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund, or to make any other segregation of
assets, to assure payment of awards. The Company's obligations hereunder shall
constitute a general, unsecured obligation of the Company, and awards shall be
paid solely from the Company's general assets. No Participant shall have any
right to any specific assets of the Company.

      (d) The Company shall have the right to deduct from awards any and all
federal, state, and local taxes or other amounts required by law to be withheld.

      (e) The Company's obligation to pay compensation as herein provided is
subject to any applicable orders, rules, or regulations of any government agency
or office having authority to regulate the payment of wages, salaries, and other
forms of compensation.

      (f) The validity, construction, interpretation, and effect of the Plan
shall exclusively be governed by and determined in accordance with the laws of
the State of Wisconsin.


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