Exhibit 10.22**SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     **THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT**(“Agreement”) is enteredinto as of the 12th day of March, 2007, by and between Kevin T. Conroy (“Employee”) and Third WaveTechnologies, Inc., a Delaware corporation (the “Company”).     **WHEREAS**, the Company and the Employee are parties to an Amended and Restated EmploymentAgreement dated as of December 23, 2005; and     **WHEREAS**, the Company and the Employee desire to enter into this Agreement to amend and restatethe existing 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, receipt of which is hereby acknowledged, the partiesagree as follows:     1. Employment. The Company hereby agrees to employ Employee as its President and ChiefExecutive Officer and Employee hereby agrees to serve the Company in such positions, all subject tothe terms and provisions of this Agreement subject to the authority and direction of the Board ofDirectors of the Company. Employee agrees (a) to devote his full-time professional efforts,attention and energies to the business of the Company, and (b) shall faithfully and to the best ofhis ability perform his duties hereunder. Employee may serve as a director of Holiday Home Campand as a director or member of a committee of other charitable organization or trade association(provided that the Company is notified in advance of all such positions) and may otherwise engagein charitable and community activities, and the management of personal investments, but only ifsuch services and activities do not interfere with the performance of his duties andresponsibilities under this Agreement.     2. Term of Employment. Employee’s employment (the “Employment Term”) will continueuntil terminated as provided in Section 6 below.     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 Agreement is$425,000, payable in accordance with the normal payroll practices of the Company (“BaseSalary”). Employee’s Base Salary will be subject to annual review by the CompensationCommittee and the Board of Directors of the Company. During the Employment Term, on eachanniversary date of this Agreement, the Company shall review the Base Salary amount todetermine any increases. In no event shall the Base Salary be less than the Base Salaryamount for the immediately preceding twelve (12) month period other than as permitted inSection 6.1(c) hereunder.     3.2 Annual Bonus Compensation. Employee shall be eligible to receive an annualcash bonus as determined by the Company’s Compensation Committee in its sole discretion eachcalendar year. Employee’s target annual bonus percentage that he is eligible to earn foreach calendar year shall be fifty percent (50%) of his Base Salary as of January 1 of theapplicable new calendar year. Any such bonus shall be based upon the compensation principlesof the Company in effect at the time the Compensation Committee determines the amount of anybonus to be awarded and except as set forth in Section 7 hereof, Employee shall not beentitled to receive an annual bonus for any calendar year (including the bonus referencedabove) unless he remains
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  employed with the Company through December 31 of the applicable calendar year;provided, however, that if Employee is terminated with Cause or resigns without Good Reason,no bonus will be due.     3.3 Long Term Incentive Plan. Employee shall participate in the Company’s LongTerm Incentive Plans (“LTIP”) and shall be deemed a “Tier I Employee” thereunder. Employee’sbenefits under the LTIP shall be determined pursuant to the terms of the LTIP, and suchbenefits may not be terminated or diminished without the written consent of the Employee.     3.4 Equity Incentives and Other Long Term Compensation. Employee previouslyreceived a grant of 250,000 incentive stock options to purchase shares of the Company’sCommon Stock with a term of 10 years pursuant to the Company’s stock plan. Employee willbe eligible to continue to participate and receive additional grants of options or rights topurchase shares of the Company’s common stock from the Compensation Committee at a levelcommensurate with Employee’s position as a reward for performance and as an incentive forfuture performance. All options or other equity rights granted to Employee shall vest inequal installments over the four-year period commencing with the date of grant of suchoptions or rights, subject to the acceleration of vesting (i) as described in Section 7.1(e)and 7.2(b) hereof and (ii) as may be set forth in the grant agreements issued by theCompany, as amended, provided, that in the event of a conflict between any grant agreementand this Agreement, this Agreement shall control.     4. Benefits.     4.1 Benefits. Employee will be entitled to participate in the sick leave,insurance (including medical, life and long-term disability), profit-sharing, retirement,and other benefit programs that are generally provided to employees of the Company similarlysituated, all in accordance with the rules and policies of the Company as to such mattersand the plans established therefore.     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, in accordancewith Company policy. The foregoing vacation days shall be in addition to standard paidholiday days for employees of the Company.     4.3 Indemnification. To the fullest extent permitted by applicable law and asprovided for in the Company’s articles of incorporation and bylaws the Company will, duringand after termination of employment, indemnify Employee (including providing advancement ofexpenses) for any judgments, fines, amounts paid in settlement and reasonable expenses,including attorneys’ fees, incurred by Employee in connection with the defense of anylawsuit or other claim or investigation to which Employee is made, or threatened to be made,a party or witness by reason of being or having been an officer, director or employee of theCompany or any of its subsidiaries or affiliates as deemed under the Securities and ExchangeAct of 1934 (“Affiliates”) or a fiduciary of any of their benefit plans.     4.4 Liability Insurance. Both during and after termination (for any reason) ofEmployee’s employment, the Company shall cause Employee to be covered under a directors andofficers’ liability insurance policy for his acts (or non-acts) as an officer or director ofthe Company or any of its Affiliates. Such policy shall be maintained by the Company, at itsexpense in an amount and on terms (including the time period of coverage after theEmployee’s
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  employment terminates) at least as favorable to the Employee as policies covering theCompany’s other members of its Board of Directors.     4.5 Relocation. The Company shall pay the expenses of Employee to relocate hisfamily to Madison. Covered expenses shall include temporary housing, sale and purchasingcommissions and related closing costs, moving expenses and other documented costs in anamount not to exceed $60,000 (to the extent not tax deductible by Employee, such amountsshall be grossed up for taxes).     5. Business Expenses. Upon submission of a satisfactory accounting by Employee,consistent with the policies of the Company, the Company will reimburse Employee for any reasonableand necessary out-of-pocket expenses incurred by Employee in the furtherance of the business of theCompany.     6. Termination. 6.1 By Employee.  (a) Without Good Reason. Employee may terminate his employmentpursuant to this Agreement at any time without Good Reason (as defined below)with at least thirty (30) business days’ written notice (the “Employee NoticePeriod”) to the Company. Upon termination by Employee under this section, theCompany may, in its sole discretion and at any time during the Employee NoticePeriod, suspend Employee’s duties for the remainder of the Employee NoticePeriod, as long as the Company continues to pay compensation to Employee,including benefits, throughout the Employee Notice Period.  (b) With Good Reason. Employee may terminate his employmentpursuant to this Agreement with Good Reason (as defined below) at any timewithin ninety (90) days after the occurrence of an event constituting GoodReason.  (c) Good Reason. “Good Reason” shall mean any of the following: (i)Employee’s Base Salary is reduced in a manner that is not appliedproportionately to other senior executive officers of the Company, provided anysuch reduction shall not exceed thirty percent (30%) of Employee’s then currentBase Salary; (ii) Employee’s duties, authority or responsibilities arematerially reduced or are materially inconsistent with the scope of authority,duties and responsibilities of Employee’s position; (iii) the occurrence of amaterial breach by the Company of any of its obligations to Employee under thisAgreement or (iv) the Company materially violates or continues to materiallyviolate any law or regulation contrary to the written advice of Employee andthe Company’s outside counsel to the Board of Directors and the Company failsto rectify such violation within thirty (30) days of the written advice thatsuch violations are taking place or (v) Employee is not nominated to serve as amember of the Company’s Board of Directors.  6.2 By the Company.  (a) With Cause. The Company may terminate Employee’s employmentpursuant to this Agreement for Cause, as defined below, immediately uponwritten notice to Employee.
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 (b) “Cause” shall mean any of the following: (i) any willful failure or refusal to perform theEmployee’s duties which continues for more than ten (10) days afternotice from the Company, specifically identifying the manner in whichthe Company believed the Employee had failed or refused to perform hisduties;  (ii) the commission of any fraud or embezzlement bythe Employee in connection with the Employee’s duties or committed inthe course of Employee’s employment;  (iii) any gross negligence or willful misconduct ofthe Employee with regard to the Company or any of its subsidiariesresulting in a material economic loss to the Company;  (iv) a conviction of, or plea of guilty or nolocontendere to, a felony or other crime involving moral turpitude,  (v) the Employee is convicted of a misdemeanor thecircumstances of which involve fraud, dishonesty or moral turpitude andwhich is substantially related to the circumstances of Employee’s jobwith the Company;  (vi) any willful and material violation by theEmployee of any statutory or common law duty of loyalty to the Companyor any of its subsidiaries resulting in a material economic loss; or  (vii) any material breach by the Employee of thisAgreement or any of the Agreements referenced in Section 8 of thisAgreement. (c) Without Cause. Subject to Section 7.1, the Company mayterminate Employee’s employment pursuant to this Agreement without Cause uponat least thirty days’ written notice (“Company Notice Period”) to Employee.Upon any termination by the Company under this Section 6.2(c), the Company may,in its sole discretion and at any time during the Company Notice Period,suspend Employee’s duties for the remainder of the Company Notice Period, aslong as the Company continues to pay compensation to Employee, includingbenefits, throughout the Company Notice Period.     6.3 Death or Disability. Notwithstanding Section 2, in the event of the deathor disability of Employee during the Employment Term, Employee’s employment and thisAgreement shall immediately and automatically terminate and the Company shall pay Employee(or in the case of death, Employee’s designated beneficiary) Base Salary, accrued, unpaidbonuses, in each case up to the date of termination. Neither Employee, his beneficiary norestate shall be entitled to any severance benefits set forth in Section 7 if terminatedpursuant to this section. In the event of the disability of Employee, the parties agree tocomply with applicable federal and state law.     6.4 Survival. The agreement described in Section 8 hereof and attached heretoas Schedule A shall survive the termination of this Agreement.
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     7. Severance and Other Rights Relating to Termination and Change of Control.      7.1Termination of Agreement Pursuant to Section 6.1(b) or 6.2(c). If theEmployee terminates his 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 conditions described in Section 7.3 below, the Company will provide Employee thefollowing payments and other benefits: (a) Severance pay for a period of eighteen (18) months atEmployee’s then current Base Salary, (ii) any accrued but unpaid Base Salary asof the termination date; and (iii) shall pay Employee any accrued but unpaidbonus as of the termination date, on the same terms and at the same times aswould have applied had Employee’s employment not terminated; provided, that ifat the end of the applicable period a target bonus is paid to other seniorexecutives, a pro-rata target bonus shall also be paid to Employee and furtherprovided, if any such termination occurs on or within the one year periodfollowing a Change of Control (as defined in Section 7.2, the Company shallalso pay to Employee a pro-rata portion of his target bonus.  (b) If Employee elects COBRA coverage for health and/or dentalinsurance in a timely manner, the Company shall pay the monthly premiumpayments for such timely elected coverage (consistent with what was in place atthe date of termination) when each premium is due until the earlier of: (i)(12) twelve months from the date of termination; (ii) the date Employee obtainsnew employment which offers health and/or dental insurance that is reasonablycomparable to that offered by the Company; or (iii) the date COBRA continuationcoverage would otherwise terminate in accordance with the provisions of COBRA.Thereafter, health and dental insurance coverage shall be continued only to theextent required by COBRA and only to the extent Employee timely pays thepremium payments himself.  (c) The Company shall provide Employee an outplacement consultingpackage up to a maximum value of Ten Thousand Dollars ($10,000), which shall beselected at the sole discretion of the Employee. Any payments made for suchoutplacement consulting shall be made by the Company directly to the consultingcompany.  (d) Employee will receive on a pro-rata basis for the period ofservice any awards under the LTIPS that are earned (as defined in any LTIPdocument, but without the requirement of employment on December 31, of theyear), whether vested or unvested, as of the termination date, on terms and atthe times set forth in the LTIP.  (e) Fifty percent (50%) percent of the then unvested equity awardsgranted to Employee, whether stock options or stock purchase rights under theCompany’s equity compensation plan, or other equity awards, shall immediatelybecome fully vested and exercisable upon such termination or resignation.Employee will be entitled to exercise such equity awards in accordance withSection 7.6.  (f) Notwithstanding anything in this Section to the contrary, tothe extent that any payments under this Section are considered deferredcompensation subject to Section 409A of the Internal Revenue Code, suchpayments shall not be paid for
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   the number of months required under Section 409A following the Employee’sseparation from service. To the extent that any payment is delayed pursuantto this subsection, it shall be paid on the first day after the end of suchrequired period.     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 SecuritiesExchange Act of 1934, as amended) or group acting in concert, other than atrustee or other fiduciary holding securities under an employee benefit plan ofthe Company acting in such capacity or a corporation owned directly orindirectly by the stockholders of the Company in substantially the sameproportions as their ownership of stock of the Company, becomes the “beneficialowner” (as defined in Rule 13d-3 under said Act), directly or indirectly, ofsecurities of the Company representing more than 50% of the total voting powerrepresented by the Company’s then outstanding Voting Securities, (ii) duringany period of two consecutive years, individuals who at the beginning of suchperiod constitute the Board of Directors of the Company and any new directorwhose election by the Board of Directors or nomination for election by theCompany’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 beginningof the period or whose election or nomination for election was previously soapproved, cease for any reason to constitute a majority thereof, (iii) thestockholders of the Company approve a merger or consolidation of the Companywith any other corporation other than a merger or consolidation which wouldresult in the Voting Securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into Voting Securities of the surviving entity) at least eightypercent (80%) of the total voting power represented by the Voting Securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation, or (iv) the stockholders of the Company approve a plan ofcomplete liquidation of the Company or an agreement for the sale or dispositionby the Company of (in one transaction or a series of related transactions) allor substantially all of the Company’s assets.  (b) Acceleration of Vesting of Equity Awards. Vesting of equityawards granted to Employee, whether stock options or stock purchase rightsunder the Company’s equity compensation plan, or other equity awards, shall beaccelerated upon any Change of Control to the extent set forth in theapplicable grant agreement(s),
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   whether option agreements, restricted stock purchase agreements orotherwise, between the Company and Employee; provided, however, at aminimum, fifty percent (50%) of the then unvested equity awards granted toEmployee shall immediately become fully vested and exercisable upon suchChange of Control. Employee will be entitled to exercise such equity awardsin accordance with such grant agreements.  (c) LTIP Awards. Any awards granted to Employee under the LTIPs asof the Change of Control shall be treated as described in the LTIPs.  (d) If, within twelve (12) months before or after the effectivedate of a Change of Control, the Employee terminates his employment for GoodReason 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 the Employee shall receive severance payfor a period of twenty-four (24) months at Employee’s then current Base Salaryand pro-rata target bonus, and the termination shall be treated for purposes ofSection 7.2(b) and (c) and (d) as if it occurred on the later of the effectivedate of such termination and the effective date of the Change of Control.  (e) Parachute Gross-up. Any payments due Employee as a result of achange in control shall be adjusted as provided in Exhibit B attached to thisAgreement.  (f) Notwithstanding anything in this Section to the contrary, tothe extent that any payments under this Section are considered deferredcompensation subject to Section 409A of the Internal Revenue Code, suchpayments shall not be paid for the number of months required under Section 409Afollowing the Employee’s separation from service. To the extent that anypayment is delayed pursuant to this subsection, it shall be paid on the firstday after the end of such required period.     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 he may have against the Company, and his not revoking such release. Moreover, theEmployee’s rights to receive payments and benefits pursuant to Sections 7.1 and 7.2 areconditioned on the Employee’s ongoing compliance with his obligations as described inSection 8 hereof. Any cessation by the Company of any such payments and benefits shall be inaddition to, and not in lieu of, any and all other remedies available to the Company forEmployee’s breach of his obligations described in Section 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 (ill) medical coverage and other benefitsrequired by law and plans (as provided in Section 7.6, below).     7.5 Benefits Required by Law and Plans: Vacation Time Pay. In the event of thetermination of Employee’s employment, Employee will be entitled to medical and otherinsurance
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coverage, if any, as is required by law and, to the extent not inconsistent with thisAgreement, to receive such additional benefits as Employee may be entitled under the expressterms of applicable benefit plans (other than bonus or severance plans) of the Company, itssubsidiaries and Affiliates.     7.6 Exercise Period of Equity Awards after Termination. Unless it would subjectthe Employee to adverse tax consequences under Section 885 of the American Jobs Creation Actof 2004, Pub. Law No. 108-357, 118 Stat. 1418 (the Act), added § 409A to the InternalRevenue Code (Code), notwithstanding anything contained herein or in the equity grantagreements to the contrary, in the event of Employee’s termination with the Company,Employee’s vested equity awards shall be open for exercise until the earlier of (i) twoyears from the date of termination or (ii) the latest date on which those equity awardsexpire or are eligible to be exercised under the grant agreements, determined without regardto such termination or resignation; provided further that such extended exercise periodshall not apply in the event the Employee resigns without Good Reason or is terminated bythe Company for Cause, in which case, the exercise periods shall continue to be governed bythe terms of the grant agreements.     8. Restrictions.     8.1 The Confidential Information Agreement. Employee has signed and reaffirmsthe Employee Agreement with Respect to Confidential Information, Invention Assignment andArbitration attached hereto as Schedule A (the “Confidential Information Agreement”).     8.2 Agreement Not to Compete. In consideration for all of the payments andbenefits that may become due to Employee under this Agreement, Employee agrees that for aperiod of eighteen (18) months after termination of his employment for any reason, he willnot, directly or indirectly, without the Company’s prior written consent, (a) perform for aCompeting Entity in any Restricted Area any of the same services or substantially the sameservices that he performed for the Company; (b) in any Restricted Area, advise, assist,participate in, perform services for, or consult with a Competing Entity regarding themanagement, operations, business or financial strategy, marketing or sales functions orproducts of the Competing Entity (the activities in clauses (a) and (b) collectively are,the “Restricted Activities”); or (c) solicit or divert the business of any RestrictedCustomer. Employee acknowledges that in his position with the Company he has had and willhave access to knowledge of confidential information about all aspects of the Company thatwould be of significant value to the Company’s competitors.     8.3 Additional Definitions. (a) Customer. “Customer” means any individual or entity forwhom the Company has provided services or products or made a proposal toperform services or provide products.  (b) Restricted Customer. “Restricted Customer” means any Customerwith whom/which Employee had contact on behalf of the Company during the 12months preceding the end, for whatever reason, of his employment.  (c) Competing Entity. “Competing Entity” means any business entityengaged in the development, design, manufacture, marketing, distribution orsale of molecular diagnostics.
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 (d) Restricted Area. “Restricted Area” means any geographiclocation where if Employee were to perform any Restricted Activities for aCompeting Entity in such a location, the effect of such performance would becompetitive to the 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 he has certain skills necessary tothe success of the Company, and that the Company has provided and will provide to himcertain confidential information that it would not otherwise provide because he has agreednot to compete with the business of the Company as set forth in this Agreement.     8.5 Restrictions Against Solicitations. Employee further covenants and agreesthat during Employee’s employment by the Company and for a period of eighteen (18) monthsfollowing the termination of his employment with the Company for any reason, he will not,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.     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 that hisexperience and capabilities are such that in the event his employment with the Company isterminated, he will be able to obtain employment if he so chooses during the period ofnoncompetition following the termination of employment described above without violating theterms of this Agreement, and that the enforcement of this Agreement by injunction, asdescribed below, will not prevent him from becoming so employed. To assist Employee inobtaining subsequent employment, the Company agrees to respond within 3 business days to anyrequest of Employee as to whether a new position would be viewed by the Company as violationof the restrictions in this Agreement.     8.8 Injunctive Relief. Employee understands and agrees that if he violates anyprovision of this Section 8, then in any suit that the Company may bring for that violation,an order may be made enjoining him from such violation, and an order to that effect may bemade pending litigation or as a final determination of the litigation. Employee furtheragrees that the Company’s application for an injunction will be without prejudice to anyother right of action that may accrue to the Company by reason of the breach of this Section8.     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 Exhibit C 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
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be assigned or transferred pursuant to a merger or consolidation, or pursuant to the sale ortransfer of all or substantially all of the assets of the Company, provided that the assignee ortransferee is the successor to all or substantially all of the assets of the Company. ThisAgreement will not be terminated by any merger, consolidation or transfer of assets of the Companyreferred to above. In the event of any such merger, consolidation or transfer of assets, theprovisions 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 any amountsor benefits have been accrued by Employee but not yet paid as of the date of Employee’s death andwhich would be payable to Employee hereunder had Employee continued to live, all such amounts andbenefits unless otherwise provided herein will be paid or provided in accordance with the terms ofthis Agreement to such person or persons appointed in writing by Employee to receive such amountsor, if no such person is so appointed, to Employee’s estate.     11. No Set-off. No Mitigation Required. Except as expressly provided otherwise in thisAgreement, the obligation of the Company to make any payments provided for hereunder and otherwiseto perform its obligations hereunder will not be affected by any set-off, counterclaim, recoupment,defense or other claim, right or action which the Company may have against Employee or others. Inno event will Employee be obligated to seek other employment or take other action by way ofmitigation of the amounts payable to Employee under any of the provisions of this Agreement, andsuch amounts will not be reduced (except as otherwise specifically provided herein) whether or notEmployee obtains other employment.     12. 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 required by law tobe withheld.     13. 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 Internal Revenue Code. Employee andthe Company agree to use reasonable best effors to amend the terms of this Agreement from time totime as may be necessary to avoid the imposition of penalties or additional taxes under Section409A of the Internal Revenue Code; provided, however, any such amendment will provide Employeesubstantially equivalent economic payments and benefits as set forth herein and will not in theaggregate, materially increase the cost to, or liability of, the Company hereunder.     14. 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 supersedes 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, theLTIP, and any stock plans or agreements between Employee and the Company now and hereafter ineffect from time to time. If any provision of this Agreement is held for any reason to beunenforceable, the remainder of this Agreement shall remain in full force and effect. Each sectionis intended to be a severable and
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independent section within this Agreement. The headings in this Agreement are intended solelyfor convenience of reference and shall be given no effect in the construction or interpretation ofthis Agreement. This Agreement is made in the State of Wisconsin and shall be governed by andconstrued in accordance with the laws of said State.     This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal but all of which together shall constitute one and the same instrument. All notices andall other communications provided for in this Agreement shall be in writing and shall be consideredduly given upon personal delivery, delivery by nationally reputable overnight courier, or on thethird business day after mailing from within the United States by first class certified orregistered mail, return receipt requested, postage prepaid, all addressed to the address set forthbelow each party’s signature. Any party may change its address by furnishing notice of its newaddress to the other party in writing in accordance herewith, except that any notice of change ofaddress shall be effective only upon receipt.     The parties hereto have executed this Second Amended and Restated Employment Agreement as ofthe date first written above.     /s/ Kevin T. Conroy   Kevin T. Conroy (“Employee”)Third Wave Technologies, Inc. (“Company”)    By:/s/ Gordon F. Brunner     Gordon F. Brunner, ChairmanCompensation Committee of