exv10w1



 







Exhibit 10.1




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




     This First Amendment to Employment Agreement (the “Amendment”), made as of this 12th
day of May, 2006, is entered into by and between Thoratec Corporation, a California corporation
(the “Company”), and Gerhard F. Burbach (“Employee”).



RECITALS




     Whereas, the Company and Employee entered into that certain Employment Agreement
effective as of January 13, 2006 (the “Agreement”) related to the employment of Employee by the
Company;



     Whereas, the Agreement provides that Employee shall be granted 50,000 shares of
restricted common stock of the Company (“Restricted Stock”), within an administratively reasonable
period of time after the Board of Directors of the Company (the “Board”), or a designated committee
thereof, completes the vesting provisions for such grant by establishing the applicable performance
criteria (the “Vesting Provisions”); and



     Whereas, the Company and Employee desire to amend the Agreement to provide that the
Restricted Stock will be granted prior to completion of the Vesting Provisions and that the Board,
or a designated committee thereof, shall complete the Vesting Provisions within an administratively
reasonable period of time after such grant, and in no event later than the end of the Company’s
third fiscal quarter of 2006.



     Now, Therefore, in consideration of their mutual promises and intending to be legally
bound, the parties agree as follows:




	 	1.	 	Section 2.4 of the Agreement is hereby amended in its entirety to read as follows:
	 
	 	 	 	“Employee shall be granted, as soon as administratively practicable, 50,000 shares
of restricted common stock of the Company (“Restricted Stock”). The restrictions
shall lapse upon the fifth anniversary of the Hire Date; provided, however, that
restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the
Restricted Stock upon each of the third and fourth anniversaries of the Hire Date if
Employee achieves certain individual and corporate objectives for such
anniversaries, as shall be agreed upon by Employee and the Board, or a designated
committee thereof. Within an administratively reasonable period of time after the
grant of the Restricted Stock, and in no event later than the end of the Company’s
third fiscal quarter of 2006, the Board, or a designated committee thereof, shall
establish the vesting provisions for such grant of Restricted Stock by establishing
the applicable performance criteria. Notwithstanding the terms of any agreements
related to the grant of the Restricted Stock to the contrary, upon the occurrence of
a Change of Control, (a) the restrictions on the Restricted Stock shall, upon such
occurrence, immediately lapse as to fifty percent (50%) of the number of shares of




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	 	 	 	Restricted Stock that at such date are still restricted and (b) upon the earlier of
(i) the one (1) year anniversary of the effective date of such Change of Control, or
(ii) such date after the date of such Change of Control when Employee voluntarily
terminates his employment for Good Reason or his employment is involuntary
terminated without Cause by the Company, the restrictions on the Restricted Stock
shall immediately lapse as to the remainder, if any, of the shares of Restricted
Stock that are then still otherwise restricted.”





     2.   This Amendment will be governed by the governing law and related provisions of Section 15
of the Agreement.



     3.   Except as modified herein, the provisions of the Agreement shall remain unchanged and in
full force and effect.



     4.   This Amendment may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall be deemed to constitute one instrument.



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     IN WITNESS WHEREOF, dsthe foregoing Amendment is effective as of the date first above written.





	 	 	 	 	 
	 	EMPLOYEE 

 	 
	 	Signature:  	/s/ Gerhard F. Burbach
 	 
	 	 	Gerhard F. Burbach  	 
	 	 	 	 
	 






	 	 	 	 	 
	 	THORATEC CORPORATION

 	 
	 	By:  	/s/ J. Donald Hill
 	 
	 	 	J. Donald Hill 	 
	 	 	Chairman of the Board 	 
	 









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