**EXHIBIT 10.22**AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT     THIS AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered intoeffective 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 EmploymentAgreement 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 herebyacknowledged, the parties agree as follows:     1. Defined Terms. Capitalized terms used and not otherwise defined in this Amendmentshall have the meanings ascribed to them in the Agreement.     2. Amendments to Provide Acceleration of Vesting of Equity Awards upon Death orDisability.          A. The last sentence of Section 3.4 of the Agreement shall be, and hereby is, deleted in itsentirety and replaced with the following sentence:All options and other equity rights granted to Employee shall vestin equal installments over the four-year period commencing with thedate of grant of such options or rights, subject to the accelerationof vesting (i) as described in Section 6.3 hereof, (ii) as describedin Section 7.2(b) hereof, and (iii) as may be set forth in the grantagreements issued by the Company, as amended, provided, that in theevent 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 itsentirety 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 andautomatically terminate, (ii) the Company shall pay Employee (or inthe case of death, employee’s designated beneficiary) Base Salaryand accrued but unpaid bonuses, in each case up to the date oftermination, and (iii) all equity awards granted to Employee,whether stock options or stock purchase rights under the Company’sequity compensation plan, or other equity awards, that
 

 
are unvested at the time of termination shall immediately becomefully vested and exercisable upon such termination.          3. Amendments to Clarify Language of Section 7.3. The second sentence of Section 7.3of the Agreement shall be, and hereby is, deleted in its entirety and replaced with the followingsentence:Moreover, the Employee’s rights to receive payments and benefitspursuant to Sections 7.1 and 7.2 (including, without limitation, theright to payments under the Company’s equity plans and LTIPs) areconditioned on the Employee’s ongoing compliance with hisobligations as described in Section 8 hereof.          4. Counterparts. This Amendment may be executed in one or more counterparts, each ofwhich shall be deemed an original but all of which together shall constitute one and the sameinstrument.          5. Full Force and Effect. Except as amended hereby, the Agreement remains in fullforce 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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