Exhibit 10.21
AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT CONTINUATION
AGREEMENT
THIS AMENDMENT Number 1 to the
Executive Employment Continuation Agreement by and between
Micromuse Inc., a Delaware corporation (the “Company”),
and Nell O’Donnell (the “Executive”) is made as
of December 13, 2005 (the “Agreement”).
WHEREAS, the Company and the
Executive are parties to an Executive Employment Continuation
Agreement dated as of December 13, 2002 (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 2 is hereby deleted in its entirety
and Sections 1 and 4 are hereby amended and restated in their
entirety to read as follows:
“1. Executive agrees to
continue to devote Executive’s full time efforts to promote
the success of the Company. The Company or Executive may terminate
Executive’s employment at any time for any reason with or
without notice. If Executive’s employment is terminated by
the Company without Cause (as defined below) or if Executive
voluntarily terminates employment for Good Reason (as defined
below), then Executive will be entitled to the compensation and
benefits described in Paragraph 4 provided that Executive executes
(and does not revoke within any statutory revocation period) the
Company’s current standard form of release agreement.
Executive shall not be entitled to and the Company shall not be
obligated to provide any compensation or benefits if Executive
voluntarily terminates employment other than for Good Reason or if
the Company terminates Executive’s employment for
Cause.
4. If the Executive’s
employment is terminated by the Company without Cause or if the
Executive voluntarily terminates employment for Good Reason and the
Executive executes and does not revoke a release as described in
paragraph 1 of this Agreement, whether before or after a Change of
Control, the Company or its successor will provide the following
benefits:
(a) A lump sum cash payment
equ
