**EXHIBIT 10.32**     **TO:**              **2005 EXECUTIVE INCENTIVE PLAN (EIP)**  
**INTERNATIONAL TECHNIDYNE CORPORATION**
**EXECUTIVE INCENTIVE PLAN (EIP)**
**FY 2005**
 

 
     **TO:**              **2005 EXECUTIVE INCENTIVE PLAN (EIP)**  
**I.**  **Objective**    ITC’s Executive Incentive Plan, hereinafter referred to as EIP is intended to rewardexecutive personnel who significantly impact and influence ITC’s productivity in proportionto their accomplishment of specified objectives.    The purpose of the plan is to ensure maximum return to ITC by encouraging greaterinitiative, resourcefulness, teamwork and efficiency on the part of senior management whoseperformance and responsibilities directly affect company profits.    Awarding of the bonus will be based on accomplishing a set of annual objectives, determinedby the Chief Executive Officer (“CEO”) and the Board of Directors, typically at thebeginning of the year. Bonus determinations and payouts will take place after the financialstatements 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 bythe 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, andwill continue in effect until December 31, 2005, or until terminated or amended by the Boardof Directors. This plan supersedes all prior EIP plans. **IV.**  **Eligibility**    Participation in the plan is limited to those in comparable levels of responsibility whohave a direct and significant influence on ITC’s growth and profitability. Employees must beregular and not eligible for any other ITC commission, bonus or incentive plan in order tobe eligible to participate in the EIP.    Participating employees will be determined at the beginning of the fiscal year, or at suchtime during the Fiscal Year that an employee achieves an eligible position. Employees willbe notified of their eligibility and plan objectives, as soon as possible after thedetermination by the CEO or Board of Directors.    Individuals must be employed by ITC at the close of the fiscal year in order to be eligiblefor an award under the EIP except participants who are involuntarily terminated due to adivestiture, plant closing, reorganization or reduction in force during the plan year mayreceive an award on the prorated basis described in Section VIII, PlanAdministration, Prorated Awards, (subject to approval by the CEO). These monieswill be paid out at the usual and customary time of payment of all bonuses. For purposes ofthis plan, termination shall mean the day the employee leaves the job, which may notnecessarily be the last day on the payroll.
 

 

     **TO:**              **2005 EXECUTIVE INCENTIVE PLAN (EIP)**  
**V.**  **Incentive Objectives**    Objectives will be agreed to by the CEO with the Senior Management reporting to him and withconcurrence by the Board of Directors as necessary. Generally, there will be a minimum offour up to a maximum of seven objectives, which will include two or more financialobjectives. Each objective will be weighted according to its importance, which weight willdetermine the percentage of the bonus awarded for completion of that objective. (SeeSection VI below.)    After approval, copies of these goals must be submitted to the Vice President of HumanResources. **VI.**  **Bonus Opportunity and Award**    The award opportunity will be expressed as a percentage of the participant’s base salary atthe close of the fiscal year. The award will be approved by the Board of Directors or theCEO, 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 uponthe extent to which the set objectives have been achieved. The participant will receive apercentage of the total award opportunity corresponding to the percentage of each objectiveaccomplished and the weight assigned to the objective. Evaluations of performance againstmanagement and business plan objectives are made for the full year prior to fiscal year-endpayment. **VII.**  **Performance Goal and Payout**    In addition to your individual goals, everyone will have two company-oriented financialgoals 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 forthat objective. If actual results fall between threshold and target, interpolate betweenthem to get actual payout percentage. This percentage will be multiplied times the weightgiven the objective in your individual plan to determine the achievement. Quarterly revenueand pre-bonus income information may be released at the end of each quarter, after earningshave been disclosed to the public.
*(1)*      Pre-bonus divisional income is defined as GAAP net income for the ITC Divisionexcluding the effect of amortization of goodwill and purchased intangibles, in processresearch and development, merger restructuring and unusual costs, stock-based employee *Amounts to be determined by the Compensation and OptionCommittee of the Board of Directors.
 

 
     **TO:**              **2005 EXECUTIVE INCENTIVE PLAN (EIP)**  
    compensation expense, income tax expense (benefit), interest income (expense) andspecial incentive awards. Additionally, other income/expenses at the Corporate levelare excluded as well as all Corporate departmental expenses related to CorporateAdministration,Investor Relations, Finance & Accounting, Human Resources and Information Technology andincome 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 planyear, new hires into eligible positions and eligible employees who are either onleave or on active written warning for part of the year may be awarded partial bonusesunder 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 ordepartment, the transferring manager will evaluate EIP results for prorated award (seeProrated Awards above) at the end of the year, and forward copies to the Human ResourcesDepartment. The hiring manager will be responsible for setting the key business planobjectives for the balance of the year, if applicable, and forwarding the original to HumanResources for approval. Awards based on these objectives will be prorated (see ProratedAwards 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 Boardof Directors shall be final and conclusive and binding on all parties. This program shallbe administered by the Human Resources Department. **X.**  **General Provisions**
 •  The Executive Incentive Plan for 2005 may be reviewed and revised at the Board’sdiscretion.  •  Nothing in this plan shall be construed to limit in any way the right ofInternational 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 orunderstanding, expressed or implied, that Thoratec or any of its subsidiaries willemploy an employee in any particular position, for any particular period of time,ensure participation in any incentive programs, or the granting of awards from suchprograms as they may from time to time exist or be constituted. ITC reserves the rightto discontinue or alter the plan at its sole discretion at any time with or withoutnotice.
** Percentages for [x] and [y] to be determined by theCompensation and Option Committee of the Board of Directors.
 

 
     **TO:**              **2005 EXECUTIVE INCENTIVE PLAN (EIP)**  
**ACKNOWLEDGEMENT**
I                                                                                  hereby acknowledge that I have received, read andunderstand the 2005 Executive Incentive Plan and agree to the conditions therein.         **Signature** **Date**