AMENDMENT TO SEGUE SOFTWARE, INC. SPECIAL TERMINATION AND VESTING PLAN

Exhibit 10.32

AMENDMENT

TO

SEGUE SOFTWARE, INC.

SPECIAL TERMINATION AND VESTING PLAN

A. The Segue Software, Inc. Special Termination and Vesting Plan adopted on February 5, 1997 is hereby amended by adding the following Section 12 at the end thereof:

“12. Compliance with Section 409A . Notwithstanding anything herein to the contrary, if at the time of a Covered Employee’s termination of employment with the Company, the Covered Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company notifies the Covered Employee that, based on the advice of counsel, the deferr