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EXHIBIT 10.22 AMENDED AND RESTATED THORATEC CORPORATION
EXECUTIVE OFFICER SEVERANCE BENEFITS PLAN
AND SUMMARY PLAN DESCRIPTION INTRODUCTION Thoratec Corporation (TC) established the Thoratec Corporation Executive
Officer Severance Benefits Plan (the Plan) effective July 11, 1998, as
amended and restated by the Board of Directors of TC on February 26, 2004, to
provide severance benefits to certain employees whose employment is terminated. ELIGIBILITY FOR BENEFITS Employees eligible to receive severance benefits under the Plan are the
following officers of TC: President and Chief Executive Officer, Senior Vice
President and Chief Operating Officer, Division President, Senior Vice
President and Chief Financial Officer, Vice President of Operations, Vice
President of Regulatory Affairs and Quality Assurance, Vice President of
Research and Development, Vice President of Sales and Marketing, Vice President
of Human Resources, Vice President of Business Development, Vice President and
General Counsel and any executive officer subsequently designated by the Board
of Directors (Executive Officer(s)). Benefits are provided under the Plan if
the form of Release described below is executed by the Executive Officer and
becomes irrevocable and the additional requirements described below with
respect to a particular benefit are met. The Board of Directors of TC may amend the Plan at any time after July 1, 2001. SEVERANCE BENEFITS Severance Pay Benefit  StandardAny Executive Officer whose employment with TC ends due to an involuntary
termination (other than for Cause) and who has not declined another
comparable position with TC, a TC affiliate, successor or assignee shall
be paid in cash a standard severance pay benefit equal to one times the
Executive Officers then current annualized base salary payable at the
election of the Executive Officer made before the date of such
termination in either (a) a single lump sum payment, or (b) ratably
during the one year after termination in accordance with TLCs regular
pay periods.




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Change in Control Each Executive Officer who is entitled to receive severance benefits under the
Plan, whose employment with TC ends within 18 months after a Change In
Control, either involuntarily (other than for Cause) or voluntarily for Good
Reason, shall be paid in lieu of the standard severance pay benefit a Change
in Control severance pay benefit equal to
two times the Executive Officers then current annualized base salary plus two
times the greatest of (a) the prior years target bonus, (b) the current
years actual bonus, or (c) the current years target bonus. Such amount shall
be payable at the election of the Executive Officer made before the date of
such termination in either (i) a single lump sum payment, or (ii) ratably
during the one year after termination in accordance with TCs regular pay
periods. Definitions Cause. Cause shall mean (i) any act of personal dishonesty taken by the
Executive Officer in connection with his/her responsibilities as an Executive
Officer which is intended to result in substantial personal enrichment of the
Executive Officer, (ii) the Executive Officers conviction of a felony which
TC reasonably believes has had or will have a material detrimental effect on
TCs reputation or business, or (iii) continued willful violations by the
Executive Officer of the Executive Officers obligations to TC after there
has been delivered to the officer a written demand for performance from TC
which describes the basis for its belief that the Executive Officer has not
substantially performed his duties. Change in Control. Change of Control shall mean the occurrence of any of the
following events: (i) any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act of 1934, as amended (the Exchange Act)) becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of TC representing fifty percent (50%) or more of
the total voting power represented by TCs then outstanding voting securities;
or (ii) the consummation of a sale of substantially all of TCs assets; or
(iii) the consummation of a merger or consolidation of TC with any other
corporation, other than a merger or consolidation which would result in the
voting securities of TC outstanding immediately prior thereto continuing to
represent (either by remaining out-standing or by being converted into voting
securities of the surviving entity or its parent) at least fifty percent (50%)
of the total voting power represented by the voting securities of TC or such
surviving entity or its parent outstanding immediately after such merger or
consolidation; or (iv) a change in the composition of the TC Board of Directors
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. Incumbent Directors shall mean
directors who either (A) are directors of TC as of January 1, 2004 or (B) are
elected, or nominated for election, to the Board of Directors with the 2




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affirmative votes of at least a majority of those directors whose
election or nomination was not in connection with any transaction
described in subsections (i), (ii), or (iii) above, or in connection with
an actual or threatened proxy contest relating to the election of
directors to TC. Good
Reason. Good Reason shall mean any material reduction in the
duties or salary or bonus of the Executive Officer or a requirement that
the Executive Officer work at a facility more than 25 miles from TCs
current headquarters. Withholding Notwithstanding any other provision of the Plan, all severance pay benefits
shall be reduced by any applicable federal, state, local, or other withholding. Gross-Up for Excise Tax In the event TC determines that any payment hereunder to or for the benefit of
an Executive Officer (determined without regard to any additional payment
required under this paragraph) (a Payment) is subject to the excise tax
imposed by section 4999 of the Internal Revenue Code, as amended (the Excise
Tax), then the Executive Officer shall be paid an additional payment (a
Gross-Up Payment) in an amount such that after payment by the Executive
Officer of all taxes, including, without limitation, any income taxes and
Excise Tax imposed upon the Gross-Up Payment, the Executive Officer retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payment. Medical Benefits Continuation With respect to each eligible Executive Officer who is entitled to receive
severance benefits under the Plan, TC shall continue to pay, to the same extent
as paid by TC immediately before termination, for the Executive
Officers
existing benefit coverage continuation under COBRA as provided by TCs group
medical plan for either (i) the calendar month following the calendar month of
termination of employment, if entitled to the standard severance pay benefits,
or (ii) one year, if entitled to the Change in Control severance pay benefit.
The period of such TC-paid COBRA coverage shall be considered part of the
Executive Officers COBRA coverage entitlement period. Release To receive benefits under the Plan, an Executive Officer must sign a Release of
claims in the form specified by TC within the applicable time limit. Each
eligible Executive Officer age forty or older will have a maximum period of
forty-five days from the date the Executive Officer receives the applicable
Release to consider, accept, sign and return it to TC, and may revoke the
Release in writing within seven days thereafter. Each other Executive Officer
under age 40 will have a maximum period of seven calendar days from the date
the Executive Officer receives the 3




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applicable Release to consider, accept, sign and return it to TC, which Release
shall be irrevocable. All time limits refer to calendar days unless otherwise
specified. If the expiration of any time limit of the Plan falls on a weekend
or a holiday observed by TC, the time limit will be deemed to end at the close
of business on the next workday. No Other Similar Benefits The severance benefits provided by the Plan are in lieu of any other severance
benefits provided by TC under any other applicable practice or policy; provided
that, if an
Executive Officers current employment agreement provides superior severance
provisions, such Executive Officer may elect to have the benefit of such
severance provisions in lieu of those comparable benefits provided by the Plan. Source of Benefits The benefits provided under the Plan shall be unfunded and payable solely from
the general assets of TC. Expenses The expenses of operating and administering the Plan shall be borne entirely by
TC. Plan Sponsor and Administrator TC shall be the Plan Sponsor and the Administrator of the Plan, as such
terms are defined in the Employee Retirement Income Security Act of 1974, as
amended (ERISA). The Administrator shall make any and all determinations required to be made in
connection with the operation and administration of the Plan, including
(without limitation) the determination of whether an Executive Officer is an
eligible Executive Officer and the amount of any benefit payable hereunder. The
Administrator shall have the discretionary power to interpret the provisions of
the Plan as it may determine is necessary or appropriate for the operation and
administration of the Plan. Named Fiduciary TC is the named fiduciary of the Plan within the meaning of ERISA, including
the named fiduciary with the power to act with respect to the review of
claims for benefits under the Plan that are denied. 4




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Allocation and Delegation of Responsibilities TC may allocate any of its responsibilities for the operation and
administration of the Plan to any officer or employee of TC. It may also
delegate any of its responsibility under the Plan by designating, in writing,
another person to carry out such responsibilities. Any such written designation
shall become effective when executed by the Chief Executive Officer of TC and
the designated person shall then be responsible for carrying out the
responsibilities described in such writing. No Individual Liability It is the express purpose and intention of TC that no individual liability
whatsoever shall attach to, or be incurred by, any director, officer, employee,
representative or agent of TC and its affiliated and related entities, under,
or by reason of the operation of, the Plan. Claims and Review Procedures Any Executive Officer who believes that the Executive Officer has not received
the proper benefit under the Plan must file a written claim with the
Administrator. The Administrator will review the claim and notify the Executive
Officer of its decision in writing within 60 days after the claim is received. If the Administrator denies a claim, in whole or in part, the Administrators
notice will set forth: 1.
    
    The specific reason(s) for the denial;2.
    
    The Plan provision(s) on which the denial is based;3.
    
    A description of any material or information necessary for the claimant
to perfect the claim, and an explanation of why such material or
information is necessary; and4.
    
    Information concerning the steps to be taken if the claimant wishes to
submit the claim for further review.
 If the claimant feels the denial of the claim is improper, the claimant, or the
claimants duly authorized representative, must file a written request for a
full review of the claim. A request for review must be filed with the
Administrator within 90 days after the claimant receives the notice of denial
and should set forth all of the grounds upon which it is based, all facts in
support of the request and any other matters the claimant (or the claimants
representative) deems pertinent. The Administrator will give the claimant, or
the claimants representative, the opportunity to review pertinent Plan
documents in preparing a request for review. The Administrator will furnish the
claimant with a final written decision within 60 days after receipt of the
request for review. 5




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Questions Regarding the Plan An Executive Officer having questions regarding the Plan or its application
should direct them to Wayne Boylston, Chief Financial Officer, at (925)
847-8600. TO EVIDENCE THE ADOPTION OF THE AMENDED AND RESTATED THORATEC CORPORATION
EXECUTIVE OFFICER SEVERANCE BENEFITS PLAN, this document has been executed by
an authorized officer of TC. Thoratec CorporationDated: ____________________________
    
    By: ____________________________
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Your Rights Under ERISA As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. Under ERISA, all participants are entitled to: 1.
    
    Examine, without charge, at the office of the Administrator of the Plan,
all Plan documents and copies of all documents filed by the Plan with the
U.S. Department of Labor, such as detailed annual reports; and2.
    
    Obtain copies of all Plan documents and other Plan information upon
written request to the Administrator. The Administrator may make a
reasonable charge for the copies.
 In addition to creating rights for Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the Plan. The people who
operate the Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest
of you and the other Plan participants and their beneficiaries. No one, including your employer or any other person, may discriminate against
you in any way to prevent you from obtaining a benefit or exercising your
rights under ERISA. If your claim for benefits is denied, in whole or in part,
you must receive a written explanation of the reason for the denial, and you
have the right to have the Administrator review and reconsider your claim. (See
Claims and Review Procedures above.) Under ERISA, there are steps you can take to enforce your rights. For instance,
if you request materials from the Administrator and do not receive them within
thirty days, you may file suit in a federal court. In such a case, the court
may require the Administrator to provide the materials and pay you up to $100 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the Administrators control. If you have a claim for benefits
which is denied or ignored, in whole or in part, you may file suit in state or
federal court. If it should happen that you are discriminated against for asserting your
rights under ERISA, you may seek assistance from the U.S. Department of Labor,
or you may file suit in a federal court. The court will decide who should pay
court costs and legal fees. If you lose, the court may order you to pay these
costs and fees, for example, if it finds your claim is frivolous. If you have questions about this statement or about your rights under ERISA,
you should contact the nearest Area Office of the U.S. Labor Management
Services Administration, Department of Labor. 7




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ERISA INFORMATION Plan Name Amended and Restated Thoratec Corporation Executive Officer Severance
Benefits Plan Plan Identification Number 502 Plan Sponsor Thoratec Corporation
6035 Stoneridge Drive
Pleasanton, CA 94588
Telephone: (925) 847-8600 Administrator Same as Plan Sponsor Employer Identification Number 94-2340464 Agent for Service of Legal Process Service of legal process may be made upon the Plan Administrator at the
address shown above. Plan Year Calendar Year Type of Plan Welfare Plan 8