exv10w32



 






EXHIBIT 10.32




	 	 	 	 	 
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	 	2005 EXECUTIVE INCENTIVE PLAN (EIP)	 	 






INTERNATIONAL TECHNIDYNE CORPORATION




EXECUTIVE INCENTIVE PLAN (EIP)




FY 2005




 









 








	 	 	 	 	 
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	 	2005 EXECUTIVE INCENTIVE PLAN (EIP)	 	 







	I.  	Objective
	 
	   	ITC’s Executive Incentive Plan, hereinafter referred to as EIP is intended to reward
executive personnel 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 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 2, 2005, the beginning of the plan year, and
will continue in effect until December 31, 2005, 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 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.




 









 











	 	 	 	 	 
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	 	2005 EXECUTIVE INCENTIVE PLAN (EIP)	 	 







	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
four 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.)
	 
	   	After approval, copies of these goals must be submitted to the Vice President of Human
Resources.
	 
	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
management and business plan objectives are made for the full year prior to fiscal year-end
payment.
	 
	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:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ITC	 	 	ITC (1)	 
	 	 	 	 	 	 	Revenue	 	 	Pre-Bonus Division Income	 
	 	 	 	 	 	 	Goal	 	 	Award	 	 	Goal	 	 	Award	 
	Threshold
	 	= to, or >	 	$	*	 	 	 	50	%	 	$	*	 	 	 	50	%
	Target
	 	= to, or >	 	$	*	 	 	 	100	%	 	$	*	 	 	 	100	%







	   	 Note: If revenue is less than $* (90% of target) no payment is earned for that objective.
If pre-bonus divisional income is less than $* (85% 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 pre-bonus income information may be released at the end of each quarter, after earnings
have been disclosed to the public.









	(1)      	Pre-bonus divisional income is defined as GAAP net income for the ITC Division
excluding the effect of amortization of goodwill and purchased intangibles, in process
research and development, merger restructuring and unusual costs, stock-based employee
	 
	*	Amounts to be determined by the Compensation and Option
Committee of the Board of Directors.




 









 










	 	 	 	 	 
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	 	2005 EXECUTIVE INCENTIVE PLAN (EIP)	 	 







	 	   	compensation expense, income tax expense (benefit), interest income (expense) and
special incentive awards. Additionally, other income/expenses at the Corporate level
are excluded as well as all Corporate departmental expenses related to Corporate
Administration,
Investor Relations, Finance & Accounting, Human Resources and Information Technology and
income and expenses related to the ITC Division.






	VIII.  	Over-Achievement Award Opportunity/Performance Accelerator
	 
	   	     In addition, each EIP participant will receive a [x]**% increase for every [y]**%
increase in pre-bonus income over the target level.
	 
	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 copies 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 the original 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 2005 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.











	**	 	Percentages for [x] and [y] to be determined by the
Compensation and Option Committee of the Board of Directors.




 









 










	 	 	 	 	 
	TO:

	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	2005 EXECUTIVE INCENTIVE PLAN (EIP)	 	 






ACKNOWLEDGEMENT



I                                                                                  hereby acknowledge that I have received, read and
understand the 2005 Executive Incentive Plan and agree to the conditions therein.




	 	 	 
	 
	 	 
	 	 	 
	Signature
	 	Date