DEFERRED COMPENSATION PLAN
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.
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) “ Committee ” means the Nonqualified Deferred Compensation Committee appointed by the
(c) “ Compensation ” means the gross Salary, Bonus and Board Fees payable to a Participant during
(i) Salary. “Salary” means all regular, basic compensation, before reduction for amounts deferred
pursuant to this Plan or any other plan of the Corporation, payable in cash to a Participant for services
rendered during the Year, exclusive of any bonuses or incentive compensation, special fees or awards,
allowances, or amounts designated by the Corporation as payments toward or reimbursement of
(ii) Bonus. “Bonus” means the Plan bonus payable in cash by the Corporation to a Participant in a
Year under the Corporation’s Bonus Plan.
(iii) Board Fees. “Board Fees” means the cash compensation payable to Directors,