Amendment No. 1 to Employment Agreement- Ian Halifax



 Exhibit 10.22 
  
 AMENDMENT NO. 1 TO 
 REVISED EMPLOYMENT AGREEMENT 
  
 THIS AMENDMENT
Number 1 to the Revised Employment Agreement by and between Micromuse Inc., a Delaware corporation (the “Company”), and Steven Vattuone (the “Executive”) is made as of December 13, 2005 (the “Agreement”).

  
 WHEREAS, the Company and the Executive are parties to a
Revised Employment Agreement dated as of January 27, 2005 (the “Employment Agreement”); 
  
 WHEREAS, the parties desire to amend certain provisions of the Employment Agreement. 
  
 NOW, THEREFORE, in consideration of the foregoing the parties hereby agree as follows: 
  
 1. Amendment of Employment Agreement. Section 7(b) is hereby
amended so that the acceleration provided for in that Section applies to any outstanding stock options held by Executive. Sections 6(b)(i) and 7(a) are hereby amended and restated in their entirety, Section 6(b)(ii) is hereby deleted in its
entirety and new Sections 6(b)(iv), 6(b)(v) and 6(b)(vi) are hereby added, to read as follows: 
  
 “6(b)(i) the Company shall pay the Executive a lump sum cash payment equal to the sum of fifty percent of (A) Executive’s
Base Compensation (at the rate in effect at the time of termination of employment) and (B) the annual target bonus amount described in Section 2(b) in effect at the time of termination of employment. Such amount shall be paid on the date
the release described in Section 6(a) becomes effective. 
  
 6(b)(iv) If Subsection (b) above applies, then the percentage of the options described in Section 2(c), and other options, if any, awarded to the Executive thereafter, that is exercisable and vested shall be
determined by adding three (3) months to the actual length of the Executive’s Service. 
  
 6(b)(v) If Subsection (b) above applies, then the Company shall reimburse the Executive for COBRA costs for himself and his eligible
dependents, for identical coverage as was provided to the Executive immediately prior to termination (to the maximum extent otherwise available under plans maintained by the Company), for a period of 6 months following the termination of his
Employment if he timely elects to continue his medical coverage under COBRA. 
  
 6(b)(vi) The other provisions of this Section 6(b) and Section 7(a) notwithstanding, the payments under Sections 6(b)(i) and 7(a) and the COBRA 







 reimbursements under Sections 6(b)(v) and 7(a) shall in no event commence prior to the earliest date
permitted by section 409A(a)(2) of the Code. If the commencement of reimbursements under Sections 6(b)(v) or 7(a) must be delayed, then any deferred installments shall be paid in a lump sum on the earliest practicable date permitted by
section 409A(a)(2) of the Code. 
  
 7(a) The
Executive shall be entitled to receive the severance payment specified in Section 6(b)(i). In addition, the Company will reimburse the Executive for COBRA costs as provided in Section 6(b)(v).” 
  
 2. Effective Date. This Agreement will become effective as of the date
set forth above. 
  
 3. Governing Law. This Amendment to
the Employment Agreement shall be governed by, and construed in accordance with, the laws of the State of California, as such laws are applied to contracts entered into and to be performed entirely within the State of California. 
  
 4. Effect of Amendment to the Employment Agreements. Except as amended
hereby, all of the terms of the Employment Agreement shall remain and continue in full force and effect. 







 IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the date
first above written above. 
  

			
	MICROMUSE INC.
		
	By:	 	 /s/ Nell O’Donnell


		
	 	 	 Nell O’Donnell, Senior Vice President


	 	 	(print name and title)
	
	EXECUTIVE
	
	 /s/ Steven Vattuone


	Steven Vattuone