AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2005
SECTION 1. ESTABLISHMENT AND PURPOSES
1.1 Establishment. Thoratec Corporation established effective as of January 1, 2004, a deferred
compensation plan for executives as described herein, known as the “THORATEC CORPORATION
DEFERRED COMPENSATION PLAN” (hereinafter called the “Plan”).
1.2 Purposes. The purposes of the Plan are to (i) enable the Corporation to attract and retain persons of
outstanding competence; (ii) provide means whereby certain amounts payable by the Corporation to selected
executives and directors may be deferred to some future period; and (iii) provide a means for possible future
allocation of a matching credit by the Corporation to selected executives and directors. The Plan is intended to
constitute an unfunded plan primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees.
1.3 409A Compliance. Effective January 1, 2005, the Corporation bifurcated the Plan into this document,
which is intended to comply with the provisions of Section 409A of the Code and the final regulations
promulgated thereunder, and a grandfathered document, which applies to amounts not subject to Section 409A
of the Code. This document is effective January 1, 2005, with respect to deferrals made after December 31,
SECTION 2. DEFINITIONS
2.1 Definitions . Whenever used herein, the following terms shall have the meanings set forth below:
(a) “ Board ” means the Board of Directors of the Corporation.
(b) “Board Fees” means the cash compensation payable to Directors, including any annual retainer and
meeting and committee fees.
(c) “Bonus” means the bonus payable in cash by the Corporation to a Participant in respect of a Year
under the Corporation’s Executive Incentive Plan.
(d) “Code” means the Internal Revenue Code of 1986, as amended, and