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 Ex
