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Exhibit 10.33
 SECOND AMENDMENT TO
OFFER LETTER AGREEMENT
 This Second Amendment to Offer Letter Agreement st
  Whereas
 Whereas
 Whereas
 Now, Therefore
 1.
    
    Resignation/Part Time Employment. The parties hereby acknowledge and agree that
Employee has resigned from her position as Senior Vice President and Chief Financial Officer
of the Company and as a full time employee of the Company effective as of December 31, 2006
(the Status Change Date). For the period commencing January 1, 2007 and continuing through
March 9, 2007 (the Part Time Employment Period) Employee shall be a part time employee of
the Company for the consideration and with the benefits described in this Second Amendment.
 2.
    
    Part Time Employment Period Responsibilities. During the Part Time Employment
Period, Employees primary duties will be to assist the Chief Executive Officer and the
Companys new Chief Financial Officer as may be requested by either of them, to enable the new
Chief Financial Officer to run the Companys financial, accounting and investor relations
functions. Employee shall be available to provide consultation to the Chief Executive
Officer, new Chief Financial Officer, and the Companys Board of Directors for up to twenty
(20) hours per week during the Part Time Employment Period. Employee will, at the specific
request of the Chief Executive Officer or the Companys new Chief Financial Officer, be
available to come to the Companys Pleasanton, California headquarters for at least four (4)
business days in each of January and February 2007. Such travel to Pleasanton shall be at
mutually agreed upon times, and
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shall include several business days preceding the Companys conference call announcing results of operations in
January or February 2007.
 3.
    
    Salary: During the Part Time Employment Period, Employees salary shall be five
Thousand Dollars ($5,000) paid bi-weekly, which is the equivalent to $130,000 on an annualized
basis. This is an exempt position.
 4.
    
    Bonus: Employee shall remain eligible to participate in the 2006 Executive Incentive
Plan. Employee shall not be eligible to participate in the Executive Incentive Plan for 2007
and shall not otherwise be entitled to any bonus, stock option or restricted stock grants in
2007.
 5.
    
    General Releases. On or immediately after the Status Change Date, Employee will
deliver to the Company a General Release in the form attached to this Second Amendment as
Exhibit A. Revocation of such General Release by Employee shall be deemed grounds for
immediate termination of the Employees employment during the Temporary Employment Period. At
the conclusion of the Part Time Employment Period, Employee will deliver to the Company a
second General Release in the form attached to this Second Amendment as Exhibit A with respect
to the Part Time Employment Period.
 6.
    
    Severance: Employee hereby acknowledges and agrees that as the result of her
resignation from the Company, the severance provisions of her Offer Letter are hereby deleted
in their entirety and that effective as of the date of this Second Amendment, Employee will
not be entitled to any severance benefits or payments, including without limitation those in
the Offer Letter, the Companys separation benefits agreement or any other Company plan, in
the event of her termination by the Company for any reason prior to the end of the Part Time
Employment Period.
 7.
    
    Benefits: Until the end of the Part Time Employment Period, Employee will continue
to be eligible to participate in the Companys comprehensive employee benefits package through
the end of the Part Time Employment Period to the extent permitted by the applicable plans.
During the Part Time Employment Period Employee will accrue vacation at a rate of 80
hours/year.8.
    
    Competitive Activities.
 a.
    
    Employee expressly acknowledges that, during the Part Time Employment Period,
she will continue to have access to the Companys trade secrets and other confidential
and sensitive information proprietary to the Company. Employee agrees that during the
Part Time Employment Period, Employee shall not advise, consult, accept employment
with, or render services to, directly or indirectly, any Company Competitor, as
defined below, whether as a partner, employee, shareholder, consultant or otherwise,
nor shall Employee promote, participate or engage in any activity on behalf of a
Company Competitor (Competitive Activities). For purposes of this Agreement,
Company Competitor shall be defined as any company or operating division of a company
that is either developing
or marketing a device or devices for mechanical circulatory support in
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congestive
heart failure patients, designed to compete with any of the Companys devices in the
bridge-to-transplant, destination therapy or postcardiotomy recovery markets.b.
    
    During the Part Time Employment Period, Employee may accept employment or
become otherwise involved with any company other than a Company Competitor provided
that she makes herself available for the amount of time and during the time frames
described in section 2 hereinabove.c.
    
    In the event Employee fails to complete the Part Time Employment Period by
engaging in Competitive Activities in violation of this Second Amendment, the Company
will have the right to terminate Employees employment with the Company and shall have
no further obligation to pay Employee any amount pursuant to Section 2 or otherwise,
except as otherwise required by law.
 9.
    
    Employment At Will: In consideration of the continuation of employment provided by
this Second Amendment through the end of the Part Time Employment Period, Employee hereby
agrees to continue to conform to the policies of the Company and acknowledges that employment
can be terminated for any reason, with or without cause, at any time with or without notice at
the option of the Company or the Employee. Failure to comply with company policies will
necessitate disciplinary action, which may include termination of employment.
 10.
    
    Effect of Termination: In the event that the Company terminates Employees
employment prior to the scheduled end of the Part Time Employment Period (March 9, 2007),
Employee shall not be entitled to any severance payments or other separation benefits,
provided, however, that effective as of such termination date, the restrictions shall
immediately lapse as to the 10,000 shares of restricted shares of Company common stock granted
to Employee pursuant to the Offer Letter (and scheduled to lapse eighteen months after
Employees date of hire), to the extent that any such shares are still restricted as of the
said termination date.
 11.
    
    Counterparts. This Second 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.
 IN WITNESS WHEREOF
 EMPLOYEE
    
    
    THORATEC CORPORATIONSignature:
    
    /s/ Cynthia Lucchese
    
    
    By:
    
    /s/ Gerhard F. BurbachCynthia Lucchese
    
    
    
    
    Gerhard F. Burbach 
President and Chief Executive Officer
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EXIHIBIT A
 GENERAL RELEASE
 Employee
 Releasees ADEA
  Effective Date
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By:Cynthia LuccheseDate: -5-