1.3 Section 6.9 of the Agreement. Section 6.9 of the Agreement is hereby amended andrestated in its entirety to read as follows:          “6.9 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 goodfaith to adopt such 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.”          1.4 Termination of Executive After a Change of Control. The first sentence of Section6.3 of the Agreement shall be amended and restated in its entirety to read as follows:
2

 
          “Notwithstanding Section 6.2, if Executive would otherwise have been entitled to benefitspursuant to Section 6.2 but his involuntary termination of employment without Cause by the Companyoccurs on or within eighteen (18) months after a Change of Control, or if Executive terminates hisemployment with the Company for Good Reason during such period, Executive shall be paid in lieu ofthe severance pay benefit described in Section 6.2 a Change of Control severance pay benefit equalto two and one-half (2.5) times Executive’s then-current annual base salary plus two and one-half(2.5) times the greatest of (a) the target bonus for the year preceding the year in whichExecutive’s termination occurs, (b) the actual bonus for such prior year, or (c) the target bonusfor the year in 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 Effective Date.      EXECUTIVE  THORATEC CORPORATION