Exhibit 10.23**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the12TH day of March 2007, by and between Maneesh Arora (“Employee”) and **Third WaveTechnologies, Inc.**, a Delaware corporation (the “Company”).     **WHEREAS**, the Company and the Employee are parties to an Employment Agreement dated as of March10, 2005;     **WHEREAS**, the Company and the Employee desire to enter into this Agreement to amend and restatethe original 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 Senior VicePresident and Chief Financial Officer and Employee hereby agrees to serve the Company in suchposition, all subject to the terms and provisions of this Agreement. Employee agrees (a) to devotehis full-time professional efforts, attention and energies to the business of the Company, and (b)to perform such reasonable responsibilities and duties customarily attendant to the position ofSenior Vice President and Chief Financial Officer. Nothing in this Agreement will prevent Employeefrom engaging in additional activities in connection with (i) serving on corporate, civic andcharitable boards and committees, (ii) delivering lectures and fulfilling speaking engagements,(iii) managing personal investments; and (iv) engaging in charitable activities and communityaffairs.     2. Term of Employment. Employee’s employment will continue until terminated asprovided in Section 6 below (the “Employment Term”).     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 Agreementis $275,000, 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 CEO and approved by the Compensation Committee inits sole discretion each calendar year. Employee’s target annual bonus percentage that heis eligible to earn for each calendar year shall be forty percent (40%) of his Base Salaryas of January 1 of the applicable new calendar year. Any such bonus shall be based upon the
 

 
  compensation principles of the Company in effect at the time the CEO determines and theCompensation Committee approves the amount of any bonus to be awarded, and except as setforth in Section 7 hereof, Employee shall not be entitled to receive an annual bonus for anycalendar year (including the bonus referenced above) unless he remains employed with theCompany through December 31 of the applicable calendar year, provided, however, that ifEmployee 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 1 Employee” thereunder.Employee’s benefits under the LTIP shall be determined pursuant to the terms of the LTIP,and such benefits may not be terminated or diminished without the written consent of theEmployee.     3.4 Equity Incentives and Other Long Term Compensation. The Company, upon theapproval of the Compensation Committee, may grant Employee from time to time options orrights to purchase shares of the Company’s common stock, or other forms of equity, both as areward for past individual and corporate performance, and as an incentive for futureperformance. Such options or other rights, if awarded, will be pursuant to the Company’sthen current stock plan and in accordance with the Company’s Statement of Policy withRespect to Equity Award Approvals in effect from time to time. All options and other equityrights granted to Employee shall vest in equal installments over the four-year periodcommencing with the date of grant of such options or rights, subject to the acceleration ofvesting (i) as described in Section 7.1(d) and 7.2(b) hereof and (ii) as may be set forth inthe grant agreements issued by the Company, as amended, provided, that in the event of aconflict between any grant agreement and 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, inaccordance with Company policy. The foregoing vacation days shall be in addition tostandard paid holiday 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 in effect as of the dateof this Agreement, the Company will, during and after termination of employment, indemnifyEmployee (including providing advancement of expenses) for any judgments, fines, amountspaid in settlement and reasonable expenses, including attorneys’ fees, incurred by Employeein connection with the defense of any lawsuit or other claim or investigation to whichEmployee is made, or threatened to be made, a party or witness by reason of being or havingbeen an officer, director or employee of the Company or any of its subsidiaries oraffiliates as defined under the Securities and Exchange Act of 1934 (“Affiliates”) or afiduciary 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 and
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officers’ liability insurance policy for his acts (or non-acts) as an officer ordirector of the Company or any of its Affiliates. Such policy shall be maintained by theCompany, at its expense, in an amount and on terms (including the time period of coverageafter the Employee’s employment terminates) at least as favorable to the Employee aspolicies covering the Company’s Board of Directors.     4.5 Relocation. The Company shall pay the expenses of Employee to relocate hisfamily to Madison. Covered expenses shall include sales and purchasing commissions andrelated closing costs, moving expenses and other documented costs in an amount not to exceed$75,000 (to the extent not tax deductible by Employee, such amounts shall be grossed up fortaxes).     5. Business Expenses. Upon submission of a satisfactory accounting by Employee,consistent with current policies of the Company, the Company will reimburse Employee for anyout-of-pocket expenses reasonably 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) withat least ten (10) business days’ written notice (the “Employee Notice Period”) tothe Company. Upon termination by Employee under this section, the Company may, inits sole discretion and at any time during the Employee Notice Period, suspendEmployee’s duties for the remainder of the Employee Notice Period, as long as theCompany continues to pay compensation to Employee, including benefits, throughoutthe Employee Notice Period.     (b) With Good Reason. Employee may terminate his employment pursuantto this Agreement with Good Reason (as defined below) at any time within ninety (90)days after the occurrence of an event constituting Good Reason.     (c) Good Reason. “Good Reason” shall mean any of the following: (i)Employee’s Base Salary is reduced in a manner that is not applied proportionately toother senior executive officers of the Company, provided any such reduction shallnot exceed thirty percent (30%) of Employee’s then current Base Salary; (ii)Employee’s duties, authority or responsibilities are materially reduced or arematerially inconsistent with the scope of authority, duties and responsibilities ofEmployee’s position; or (iii) the occurrence of a material breach by the Company ofany of its obligations to Employee under this Agreement.     6.2. By the Company.     (a) With Cause. The Company may terminate Employee’s employmentpursuant to this Agreement for Cause, as defined below, immediately upon writtennotice to Employee.     (b) Cause. “Cause” shall mean any of the following:
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(i) any willful refusal to perform essential job duties whichcontinues for more than ten (10) days after notice from the Company;(ii) any intentional act of fraud or embezzlement by the Employee inconnection with the Employee’s duties or committed in the course ofEmployee’s employment;(iii) any gross negligence or willfulmisconduct of the Employee with regard to the Company or any ofits subsidiaries resulting in a material economic loss to theCompany;(iv) the Participant is convicted of afelony;(v) the Participant is convicted of a misdemeanor the circumstancesof which involve fraud, dishonesty or moral turpitude and which issubstantially related to the circumstances of Participant’s job withthe Company;(iv) any willful and material violation by the Employee of anystatutory or common law duty of loyalty to the Company or any of itssubsidiaries resulting in a material economic loss; or(v) any material breach by the Employee of this Agreement or any ofthe Agreements referenced in Section 8 of this Agreement.     (c) Without Cause. Subject to Section 7.1, the Company may terminateEmployee’s employment pursuant to this Agreement without Cause upon at least thirtydays’ written notice (“Company Notice Period”) to Employee. Upon any termination bythe Company under this Section 6.2(c), the Company may, in its sole discretion andat any time during the Company Notice Period, suspend Employee’s duties for theremainder of the Company Notice Period, as long as the Company continues to paycompensation to Employee, including benefits, throughout the Company Notice Period.6.3 Death or Disability. Notwithstanding Section 2, in theevent of the death or Disability (defined herein) of Employee during theEmployment Term, Employee’s employment and this Agreement shall immediately andautomatically terminate and the Company shall pay Employee (or in the case ofdeath, Employee’s designated beneficiary) Base Salary, accrued, unpaid bonuses,in each case up to the date of termination. Neither Employee, his beneficiarynor estate shall be entitled to any severance benefits set forth in Section 7if terminated pursuant to this section. For purposes of this Agreement,“Disability” shall mean any physical incapacity or mental incompetence as aresult of which Employee is unable to perform the essential functions of hisjob for an aggregate of more than six (6) months during any twelve-monthperiod. Employee acknowledges and agrees that given the nature of Employee’sposition with the Company it would cause the Company to suffer an unduehardship if required to retain Employee beyond the six (6) month period ifEmployee remains unable to perform the essential functions of his job, with orwithout a reasonable accommodation.
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     6.4Survival. The agreement described in Section 8 hereofand attached hereto as Schedule A shall survive the termination of thisAgreement.7. Severance and Other Rights Relating to Termination and Change of Control.     7.1 Termination 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) The Company shall immediately pay to Employee a lump-sum amount equal tothe sum of (i) twelve (12) months of Employee’s then current Base Salary, (ii) anyaccrued but unpaid Base Salary as of the termination date; and (iii) shall payEmployee any accrued but unpaid bonus as of the termination date, on the same termsand at the same times as would have applied had Employee’s employment notterminated; provided, that, if such termination occurs on or within the one yearperiod following a Change of Control (as defined in Section 7.2(a)), the Companyshall also pay to Employee a prorata portion of his target bonus.     (b) If Employee elects COBRA coverage for health and/or dental insurance in atimely manner, the Company shall pay the monthly premium payments for such timelyelected coverage when each premium is due until the earlier of: (i) twelve monthsfrom the date of termination; (ii) the date Employee obtains new employment whichoffers health and/or dental insurance that is reasonably comparable to that offeredby the Company; or (iii) the date COBRA continuation coverage would otherwiseterminate in accordance with the provisions of COBRA. Thereafter, health and dentalinsurance coverage shall be continued only to the extent required by COBRA and onlyto the extent Employee timely pays the premium payments himself.     (c) The Company shall provide Employee an outplacement consulting package up toa maximum value of Ten Thousand Dollars ($10,000), which shall be selected at thesole discretion of the Employee. Any payments made for such outplacement consultingshall be made by the Company directly to the consulting company.     (d) Employee will receive any awards under the LTIP that are earned (as definedin any LTIP document), whether vested or unvested, as of the termination date, onterms and at the times set forth in the LTIP.     (e) Notwithstanding anything in this Section to the contrary, to theextent that any payments under this Section are considered deferred compensationsubject to Section 409A of the Internal Revenue Code, such payments shall not bepaid for the number of months required under Section 409A following the Employee’sseparation from service. To the extent that any payment is delayed pursuant to thissubsection, it shall be paid on the first day after the end of such required 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
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occurrence of a Change of Control (defined in Section 7.2(a) below). The Board believes itis imperative to diminish the inevitable distraction of the Employee by virtue of thepersonal uncertainties and risks created by a pending or threatened Change of Control and toencourage the Employee’s full attention and dedication to the Company currently and in theevent of any threatened or pending Change of Control, and to provide the Employee withcompensation 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 Securities Exchange Act of1934, as amended) or group acting in concert, other than a trustee or otherfiduciary holding securities under an employee benefit plan of the Company acting insuch capacity or a corporation owned directly or indirectly by the stockholders ofthe Company in substantially the same proportions as their ownership of stock of theCompany, 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% ofthe total voting power represented by the Company’s then outstanding VotingSecurities, (ii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of the Company and anynew director whose election by the Board of Directors or nomination for election bythe Company’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 beginning of theperiod or whose election or nomination for election was previously so approved,cease for any reason to constitute a majority thereof, (iii) the stockholders of theCompany approve a merger or consolidation of the Company with any other corporationother than a merger or consolidation which would result in the Voting Securities ofthe Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into Voting Securities of the survivingentity) at least 80% of the total voting power represented by the Voting Securitiesof the Company or such surviving entity outstanding immediately after such merger orconsolidation, or (iv) the stockholders of the Company approve a plan of completeliquidation of the Company or an agreement for the sale or disposition by theCompany of (in one transaction or a series of related transactions) all orsubstantially all of the Company’s assets.     (b) Acceleration of Vesting of Equity Awards. Vesting of equity awardsgranted to Employee, whether stock options or stock purchase rights under theCompany’s equity compensation plan, shall be accelerated upon any Change of Controlto the extent set forth in the applicable grant agreement(s), whether optionagreements or restricted stock purchase agreements, between the Company andEmployee; provided, however, at a minimum, fifty percent (50%) of the then unvestedequity awards granted to Employee shall immediately become fully vested andexercisable upon such Change of Control. Employee will be entitled to exercise suchequity awards in accordance with such grant agreements.     (c) LTIP Awards. Any awards granted to Employee under the LTIP as ofthe Change of Control shall be treated as described in the LTIP.
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     (d) If, within twelve (12) months after the effective date of a Change ofControl, or within six (6) months before the effective date of a Change of Control,the Employee terminates his employment for Good Reason pursuant to Section 6.1(b) orthe Company terminates Employee’s employment without Cause pursuant to Section6.2(c), subject to the conditions described in Section 7.3 below, the terminationshall be treated for purposes of Section 7.2(b) and (c) as if it occurred on thelater of the effective date of such termination and the effective date of the Changeof Control.     (e) Payments and benefits that trigger Sections 280G and 4999 of the InternalRevenue Code of 1986, as amended, will be reduced to the extent necessary so that noexcise tax would be imposed if doing so would result in the employee retaining alarger after-tax amount, taking into account the income, excise and employment taxesimposed on the payments and benefits.     (f) Notwithstanding anything in this Section to the contrary, to the extentthat any payments under this Section are considered deferred compensation subject toSection 409A of the Internal Revenue Code, such payments shall not be paid for thenumber of months required under Section 409A following the Employee’s separationfrom service. To the extent that any payment is delayed pursuant to thissubsection, it shall be paid on the first day 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 his signed waiver and release, in a form reasonably satisfactory to the Company,of all claims he may have against the Company up to the date of the termination of hisemployment with the Company, and (if applicable) his not revoking such release. Moreover,the Employee’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 bein addition 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 (iii) 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 coverage, if any, as is required by law and, to the extent not inconsistent withthis Agreement, to receive such additional benefits as Employee may be entitled under theexpress terms of applicable benefit plans (other than bonus or severance plans) of theCompany, its subsidiaries and Affiliates.     7.6 Exercise Period of Equity Awards after Termination. Unless it wouldsubject the Employee to adverse tax consequences under Section 885 of the American JobsCreation Act of 2004, Pub. Law No. 108-357, 118 Stat. 1418 (the Act), which added § 409A tothe Internal Revenue Code (Code), notwithstanding anything contained herein or in the equitygrant
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agreements 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. Simultaneously with the executionof this Agreement, Employee will sign the Employee Agreement with Respect to ConfidentialInformation, Invention Assignment and Arbitration 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 twelve (12) 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 for whom theCompany has provided services or products or made a proposal to perform services orprovide products.     (b) Restricted Customer. “Restricted Customer” means any Customer withwhom/which Employee had contact on behalf of the Company during the 12 monthspreceding the end, for whatever reason, of his employment.     (c) Competing Entity. “Competing Entity” means any business entityengaged in the development, design, manufacture, marketing, distribution or sale ofmolecular diagnostics.     (d) Restricted Area. “Restricted Area” means any geographic locationwhere if Employee were to perform any Restricted Activities for a Competing Entityin such a location, the effect of such performance would be competitive to theCompany.     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 necessaryto the success of the Company, and that the Company has provided and will provide to himcertain confidential
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information that it would not otherwise provide because he has agreed not to compete withthe 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 twelve months followingthe termination of his employment with the Company for any reason, he will not, except withthe prior consent of the Company’s Chief Executive Officer, directly or indirectly, solicitor hire, or encourage the solicitation or hiring of, any person who is an employee of theCompany for any position as an employee, independent contractor, consultant or otherwise,provided that the foregoing shall not prevent Employee from serving as 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 ofnon-competition following the termination of employment described above without violatingthe terms of this Agreement, and that the enforcement of this Agreement by injunction, asdescribed below, will not prevent him from becoming so employed.     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.     8.10 Condition of Payments. The provisions of this Section 8 regarding therestrictions on Employee shall be conditioned on Company making the payments to Employee ascontemplated by Section 7.1 above. If Employee is terminated due to a disability pursuantto Section 6.3 or if Employee voluntarily resigns without Good Reason, in which caseEmployee will not be eligible to receive the severance payments set forth in Section 7.1,Employee shall not be bound by the agreement not to compete in Section 8.2. Employee, will,however, remain bound at all times by the Confidential Information Agreement and therestriction on solicitation in Section 8.5.     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 Schedule B 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 be assigned or transferred pursuant to a merger or consolidation, or pursuant tothe sale or transfer of all or substantially all of the assets of the Company, provided that theassignee or transferee
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is the successor to all or substantially all of the assets of the Company. This Agreement will notbe terminated by any merger, consolidation or transfer of assets of the Company referred to above.In the event of any such merger, consolidation or transfer of assets, the provisions of thisAgreement will be binding upon the surviving or resulting corporation or the person or entity towhich such assets are transferred. The Company agrees that concurrently with any merger,consolidation or transfer of assets referred to above, it will cause any successor or transfereeunconditionally to assume, either contractually or as a matter of law, all of the obligations ofthe Company hereunder in a writing promptly delivered to the Employee. This Agreement will inureto the benefit of, and be enforceable by or against, Employee or Employee’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, designees andlegatees. None of Employee’s rights or obligations under this Agreement may be assigned ortransferred by Employee other than Employee’s rights to compensation and benefits, which may betransferred only by will or operation of law. If Employee should die while any amounts or benefitshave been accrued by Employee but not yet paid as of the date of Employee’s death and which wouldbe payable to Employee hereunder had Employee continued to live, all such amounts and benefitsunless otherwise provided herein will be paid or provided in accordance with the terms of thisAgreement to such person or persons appointed in writing by Employee to receive such amounts or, ifno such person is so appointed, to Employee’s estate.     11. No Set-off, No Mitigation Required. Except as expressly provided otherwise inthis Agreement, the obligation of the Company to make any payments provided for hereunder andotherwise to 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 orothers. In no event will Employee be obligated to seek other employment or take other action byway of mitigation of the amounts payable to Employee under any of the provisions of this Agreement,and such amounts will not be reduced (except as otherwise specifically provided herein) whether ornot Employee 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 supercedes 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 independent section within this Agreement. The headings in thisAgreement are intended solely for
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convenience of reference and shall be given no effect in the construction or interpretation of thisAgreement. This Agreement is made in the State of Wisconsin and shall be governed by and construedin accordance with the laws of said State. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument. All notices and all other communications provided for in thisAgreement shall be in writing and shall be considered duly given upon personal delivery, deliveryby nationally reputable overnight courier, or on the third business day after mailing from withinthe United States by first class certified or registered mail, return receipt requested, postageprepaid, all addressed to the address set forth below each party’s signature. Any party may changeits address by furnishing notice of its new address to the other party in writing in accordanceherewith, except that any notice of change of address shall be effective only upon receipt.     The parties hereto have executed this Amended and Restated Employment Agreement as of the datefirst written above.        /s/ Maneesh Arora     Maneesh Arora (“Employee”)       **Third Wave Technologies, Inc.**(“Company”)            By: /s/ Kevin T. Conroy         Kevin T. Conroy, President and CEO       Notice Address:  502 South Rosa Road  Madison, Wisconsin 53719-1256  Attn: Chief Executive Officer
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