exv10w35







EXHIBIT 10.35




				
	 	 	 	 
	 	
	 	






Plan: FY09 Executive Incentive Plan

Division: International Technidyne Corporation (ITC)





	I.	 	Objective
	 
	 	 	ITC’s Executive Incentive Plan, hereinafter referred to as EIP is intended to reward
executive employees who significantly impact and influence ITC’s productivity in proportion
to their accomplishment of specified objectives.
	 
	 	 	The purpose of the plan is to ensure maximum return to ITC by encouraging greater initiative,
resourcefulness, teamwork and efficiency on the part of senior management whose performance
and responsibilities directly affect company profits.
	 
	 	 	Awarding of the bonus will be based on company financial performance and by accomplishing a
set of annual objectives, determined by the Chief Executive Officer (“CEO”) and the Board of
Directors, typically at the beginning of the year. Bonus determinations and payouts will
take place after the financial statements have been prepared for the fiscal year.
	 
	II.	 	Determination Of The Fund
	 
	 	 	The availability of, and participants in, the fund will be set by the CEO and approved by the
Board of Directors as part of the annual budgeting process.
	 
	III.	 	Effective Date
	 
	 	 	The effective date of this program is January 4, 2009, the beginning of the plan year, and
will continue in effect until January 2, 2010, or until terminated or amended by the Board of
Directors. This plan supersedes all prior EIP plans.
	 
	IV.	 	Eligibility
	 
	 	 	Participation in the plan is limited to those in comparable levels of responsibility who have
a direct and significant influence on ITC’s growth and profitability. Employees must be
regular and not eligible for any other ITC commission, bonus or incentive plan in order to be
eligible to participate in the EIP.
	 
	 	 	Participating employees will be determined at the beginning of the fiscal year, or at such
time during the Fiscal Year that an employee achieves an eligible position. Employees will
be notified of their eligibility and plan objectives, as soon as possible after the
determination by the CEO or Board of Directors.
	 
	 	 	Individuals must be employed by ITC at the close of the fiscal year and the date of payment
in order to be eligible for an award under the EIP except participants who are involuntarily
terminated due to a divestiture, plant closing, reorganization or reduction in force during
the plan year may receive an award on the prorated basis described in Section VIII, Plan
Administration, Prorated Awards, (subject to approval by the CEO). These monies will
be paid out at the usual and customary time of payment of all bonuses. For purposes of this
plan, termination shall mean the day the employee leaves the job, which may not necessarily
be the last day on the payroll.
	 
	V.	 	Incentive Objectives
	 
	 	 	Objectives will be agreed to by the CEO with the Senior Management reporting to him and with
concurrence by the Board of Directors as necessary. Generally, there will be a minimum of
three up to a maximum of seven objectives, which will include two or more financial
objectives. Each objective will be weighted according to its importance, which weight will
determine the percentage of the bonus awarded for completion of that objective. (See Section
VI below.)
	 
	VI.	 	Bonus Opportunity and Award
	 
	 	 	The award opportunity will be expressed as a percentage of the participant’s base salary at
the close of the fiscal year. The award will be approved by the Board of Directors or the
CEO, and will be consistent with the participant’s peers within the company.
	 
	 	 	The amount that a participant actually receives for the full fiscal year will be based upon
the extent to which the set objectives have been achieved. The participant will receive a
percentage of the total award opportunity corresponding to the percentage of each objective
accomplished and the weight assigned to the objective. Evaluations of performance against
individual and financial objectives are made for the full year prior to fiscal year-end
payment.




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	VII.	 	Performance Goal and Payout
	 
	 	 	In addition to your individual goals, everyone will have two company-oriented financial goals
that will be achieved according to the following guidelines:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	                  (1)
	 	 	 	 	 	 	ITC	 	ITC
	 	 	 	 	 	 	Revenue	 	Non-GAAP Income Before Tax
	 	 	 	 	 	 	Goal	 	Award	 	Goal	 	Award
	 	 	 	 	 	 	 
	Threshold
	 	= to, or >	 	$	*	 	 	 	50	%	 	$	*	 	 	 	50	%
	Target
	 	= to, or >	 	$	*	 	 	 	100	%	 	$	*	 	 	 	100	%






 





	Note: 	 	If revenue is less than $* (95% of target) no payment is earned for that objective.
If ITC NGIBT earnings is less than $* (90% of target), no payment is earned for that
objective. If actual results fall between threshold and target, interpolate between them to
get actual payout percentage. This percentage will be multiplied times the weight given the
objective in your individual plan to determine the achievement. Quarterly revenue and NGIBT
earnings income information may be released at the end of each quarter, after earnings have
been disclosed to the public.






	(1)	 	ITC NGIBT earnings is defined as GAAP net income before taxes for the ITC
Division excluding, as applicable, amortization of intangibles, in-process R&D,
impairment of intangibles, certain litigation, restructuring and CEO transition expenses
and certain other unusual or non-recurring costs, and also excluding share-based
compensation expense under SFAS No. 123R and changes in the value of the “make-whole”
provision of our convertible notes and special incentive awards.






	VIII.	 	Over-Achievement Award Opportunity/Performance Accelerator
	 
	 	 	In addition, each EIP participant will receive a 3% increase for every 1% increase in ITC
NGIBT earnings over the target level. For example, if you earned 85% of your total
objectives for the year, and the ITC Division earned $* of NGIBT earnings (a 10%
over-achievement) your award would be calculated as follows:






Annualized base salary ($50,000) x target bonus (20%) x

(30% financial and 55% individual accomplishment for 85% total) x 1.30 = $11,050




	IX.	 	Plan Administration
	 
	 	 	Prorated Awards. Individuals who are promoted to eligible positions during the plan
year, new hires into eligible positions and eligible employees who are either on
leave or on active written warning for part of the year may be awarded partial bonuses
under this program, based on the accomplished objectives and their respective weights,
subject to the approval of the CEO.
	 
	 	 	Transfers. In the event of transfer of an eligible participant to another position or
department, the transferring manager will evaluate EIP results for prorated award (see
Prorated Awards above) at the end of the year, and forward to the Human Resources Department.
The hiring manager will be responsible for setting the key business plan objectives for the
balance of the year, if applicable, and forwarding to Human Resources for approval. Awards
based on these objectives will be prorated (see Prorated Awards above) as well, for end of
the year payment.
	 
	 	 	Authority. The Board of Directors shall have the full power and authority to construe,
interpret and administer the plan. All decisions, actions or interpretations of the Board of
Directors shall be final and conclusive and binding on all parties. This program shall be
administered by the Human Resources Department.
	 
	X.	 	General Provisions






	 	•	 	The Executive Incentive Plan for 2009 may be reviewed and revised at the Board’s
discretion.
	 
	 	•	 	Nothing in this plan shall be construed to limit in any way the right of
International Technidyne Corporation to terminate an employee’s employment at any time,
with or without cause or notice, nor shall it be evidence of any agreement or
understanding, expressed or implied, that Thoratec or any of its subsidiaries will
employ an employee in any particular position, for any particular period of time, ensure
participation in any incentive programs, or the granting of awards from such programs as
they may from time to time exist or be constituted. ITC reserves the right to
discontinue or alter the plan at its sole discretion at any time with or without notice.







 




			
	*	 	Amounts to be determined by the Compensation and Option Committee
of the Board of Directors.






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