constitute grounds for Good Reason termination unless Executive gives the Company writtennotice describing such Good Reason event within thirty (30) days after the event first occurs, suchevent is not corrected by the Company within thirty (30) days after the Company’s receipt of suchnotice and Executive terminates employment no later than one hundred eighty (180) days after theexpiration of such correction period.          1.3 Section 6 of the Agreement. Section 6 of the Agreement is cancelled and of nofurther force and effect and is hereby deleted in its entirety and replaced with the following:          “6. Reserved.”          1.4 Section 7.11 of the Agreement. Section 7.11 of the Agreement is hereby amendedand restated in its entirety to read as follows:          “7.11 Section 409A.               (A) Notwithstanding anything in the Agreement or this Amendment to the contrary, anycompensation or benefits payable under the Agreement that constitutes “nonqualified deferredcompensation” within the meaning of Section 409A and which are designated as payable uponExecutive’s termination of employment (other than accrued obligations which must be paid upon suchtermination under applicable law) shall be payable upon Executive’s “separation from service” withthe Company within the meaning of Section 409A (a “separation from service”), regardless ofwhen the termination of employment occurs.               (B) To the maximum extent permitted by applicable law, amounts payable in connection with aseparation from service shall be paid in reliance upon Treasury Regulation 1.409A-1(b)(9)(Separation Pay Plans) or Treasury Regulation 1.409A-1(b)(4) (Short-Term Deferrals). However,notwithstanding anything to the contrary in the Agreement, if Executive is deemed by the Company atthe time of Executive’s separation from service to be a “specified employee” for purposes ofSection 409A, to the extent delayed commencement of any portion of the benefits to which Executiveis entitled under the Agreement is required in order to avoid a prohibited distribution underSection 409A, such portion of Executive’s benefits shall not be provided to Executive prior to theearlier of (i) the expiration of the six-month period measured from the date of Executive’sseparation from service with the Company or (ii) the date of Executive’s death. Upon the firstbusiness day following the expiration of the applicable period, all payments deferred pursuant tothe preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate orbeneficiaries), and any remaining payments due to Executive under this Agreement shall be paid asotherwise provided herein.               (C) To the extent that the Agreement provides for the payment of any tax gross-up and/or anyrelated taxes, costs or expenses, all such payments shall be made by the Company promptly, but inno event later than the end of Executive’s taxable year next following the Executive’s taxable yearin which Executive remits the related taxes.               (D) To the extent applicable, the Agreement shall be interpreted in accordance with, andincorporate the terms and conditions required by, Section 409A and Department of Treasuryregulations and other interpretive guidance issued thereunder, including without limitation anysuch regulations or other guidance that may be issued after the effective date of this Amendment.Notwithstanding any provision of the Agreement or the Amendment to the contrary, in the event thatthe Company determines that any amounts payable hereunder will be immediately taxable to Executiveunder Section 409A and related Department of Treasury guidance, to the extent permitted underSection 409A,the Company may, to the extent permitted under Section 409A (i) cooperate in good faith toadopt such
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amendments to the Agreement and appropriate policies and procedures, includingamendments and policies with retroactive effect, that they determine necessary or appropriate topreserve the intended tax treatment of the benefits provided by the Agreement, preserve theeconomic benefits of the Agreement and avoid less favorable accounting or tax consequences for theCompany and/or (ii) take such other actions as mutually determined necessary or appropriate toexempt the amounts payable hereunder from Section 409A or to comply with the requirements ofSection 409A and thereby avoid the application of penalty taxes under such section.”          1.5 Termination of Executive After a Change of Control or for Good Reason. The firstsentence of Section 7.3 of the Agreement is hereby amended and restated in its entirety to read asfollows:          “Notwithstanding Section 7.2, if Executive would otherwise have been entitled to benefitspursuant to Section 7.2 but his involuntary termination of employment without Cause by the Companyor ITC occurs on or within eighteen (18) months after a Change of Control, or if Executiveterminates his employment with the Company or ITC for Good Reason during such period, Executiveshall be paid in lieu of the severance pay benefit described in Section 7.2 a Change of Controlseverance pay benefit equal to two (2) times Executive’s then-current annual base salary plus two(2) times the greatest of (a) the target bonus for the year preceding the year in which Executive’stermination occurs, (b) the actual bonus for such prior year, or (c) the target bonus for the yearin which the termination of employment occurs.”     2. Other Terms and Conditions. Except as set forth herein, all other terms andconditions of the Agreement shall remain in full force and effect.     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year firstwritten above.      EXECUTIVE  THORATEC CORPORATION