United States Uses in Solicitation of Employees and Third Parties Clause

Solicitation of Employees and Third Parties

Third Wave Technologies, Inc. (TWT) and you have mutually agreed to terminate your employment effective March 16, 2006. Between now and March 16, 2006, you will remain available to assist TWT with its February earnings call, its 10-K filing and as otherwise needed. In consideration for your agreement to the terms of the attached Agreement, TWT will pay you severance pay at your current salary level through December 31, 2006. In addition, you will receive a supplemental transition payment and an amended stock option grant. Details regarding these items are fully set forth in the attached Agreement. If you agree to its terms after you have read and considered the Agreement that follows, please sign it in the space provided at the end of the Agreement and return it to TWT. Please note that Section 13 of the Agreement requires you to represent that, between the time you receive this Agreement and up until the time you sign this Agreement and as part of this Agreement, you have not and agre

Solicitation of Employees and Third Parties. You acknowledge and agree to continue complying with provision six (6) of your Confidential Information Agreement, dated October 18, 2004, regarding non-solicitation of employees. In addition, you shall not, prior to the expiration of one year following December 31, 2006, solicit, encourage or otherwise aid any employee of TWT to leave TWT for the purpose of becoming associated in any manner whatsoever with any business with which you intend to be or are then associated in any manner whatsoever. You further agree you shall not, prior to the expiration of one (1) year following December 31, 2006, solicit, encourage or otherwise induce any suppliers, collaborators, customers or third parties in the United States, with whom you have established a relationship during your employment with TWT, to discontinue their relationship(s) with TWT.