Exhibit 10.23
AMENDMENT NO. 1 TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT Number 1 to the
Employment Agreement by and between Micromuse Inc., a Delaware
corporation (the “Company”), and Ian Halifax (the
“Executive”) is made as of December 13, 2005 (the
“Agreement”).
WHEREAS, the Company and the
Executive are parties an Employment Agreement dated as of
December 3, 2004 (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)(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 one times
(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,
provided that such Executive shall have executed and delivered such
release and such release shall h
