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EXHIBIT 10.9 THORATEC CORPORATION
1996 NONEMPLOYEE DIRECTORS
STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of the 1996 Nonemployee Directors Stock
Option Plan of Thoratec Corporation, a California corporation, are to: (a) Encourage Nonemployee Directors to improve operations and increase
profits of the Company; (b) Encourage Nonemployee Directors to accept or continue their association
with the Company; and (c) Increase the interest of Nonemployee Directors in the Companys welfare
through participation in the growth in value of the Common Stock of the
Company. Options granted hereunder shall be Nonstatutory Options, and shall not
include
incentive stock options intended to satisfy the requirements of Section 422
of the Internal
Revenue Code of 1986, as amended. 2. Definitions. As used herein, the following definitions shall apply: (a) Administrator shall mean the entity, either the Board or the Committee,
responsible for administering this Plan, as provided in Section 3. (b) Board shall mean the Board of Directors of the Company, as constituted
from time to time. (c) Code shall mean the Internal Revenue Code of 1986, as amended. (d) Committee shall mean the committee, if any, appointed by the Board in
accordance with Section 5(a) to administer this Plan. (e) Common Stock shall mean the Common Stock of the Company. (f) Company shall mean Thoratec Corporation, a California corporation. (g) Director Fee shall mean the cash amount, if any, a Nonemployee
Director shall be entitled to receive for serving as a director of the Company
in any fiscal year. (h) Fair Market Value shall mean, as of the date in question, the last
transaction price quoted by the NASDAQ National Market System on the date of
grant;
provided, however, that if the Common Stock is not traded on such market system
or the foregoing shall otherwise be inappropriate, then the Fair Market Value shall be
determined by




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the Administrator in good faith at its sole discretion and on such basis as it
shall deem
appropriate. Such determination shall be conclusive and binding on all persons. (i) Nonemployee Director shall mean any person who is a member of the
Board but is not an employee of the Company or any Parent or Subsidiary of the
Company and
has not been an employee of the Company or any Parent or Subsidiary of the
Company at any
time during the preceding twelve (12) months. Service as a director does not in
itself constitute
employment for purposes of this definition. (j) Option shall mean a stock option granted pursuant to this Plan. Each
Option shall be a nonstatutory option not intended to qualify as an incentive
stock option within
the meaning of Section 422 of the Code. (k) Option Agreement shall mean the written agreement described in
Section 6 evidencing the grant of an Option to a Nonemployee Director and
containing the terms,
conditions and restrictions pertaining to such Option. (l) Option Shares shall mean the Shares subject to an Option granted under
this Plan. (m) Optionee shall mean a Nonemployee Director who holds an Option. (n) Plan shall mean this Thoratec Corporation Nonemployee Directors
Stock Option Plan, as it may be amended from time to time. (o) Related Option shall have the meaning set forth in Section 8.7. (p) Rule 16b-3 shall have the meaning set forth in Section 5(a). (q) Section unless the context clearly indicates otherwise, shall refer to a
Section of this Plan. (r) Share shall mean a share of Common Stock, as adjusted in accordance
with Section 8.1. (s) Subsidiary shall mean a subsidiary corporation of the Company,
whether now or hereafter existing, within the meaning of Section 424(f) of the
Code, but only for
so long as it is a subsidiary corporation. 3. Eligible Persons.Every person who at the date of grant of an Option is a
Nonemployee Director is eligible to receive Options under this Plan. 4. Stock Subject to this Plan. Subject to Section 8.1 of this Plan, the maximum
aggregate number of Shares which may be issued on exercise of Options granted
pursuant to this
Plan is 550,000 Shares. The Shares covered by the portion of any grant under
the Plan which
expires unexercised shall become available again for grants under the Plan. 2




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5. Administration. (a) This Plan shall be administered by the independent members of the Board,
or by a committee (the Committee) of at least two (2) independent Board
members to which administration of the Plan is delegated (in either case, the Administrator),
in accordance with the requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission (Rule 16b-3), or any successor rule thereto. (b) Subject to the other provisions of this Plan, the Administrator shall have
the authority, in its sole discretion: (i) to determine the Fair Market Value
of the Shares subject to Option; (ii) to interpret this Plan; (iii) to prescribe, amend and rescind
rules and regulations relating to this Plan; (iv) to defer (with the consent of the Optionee) or
accelerate the exercise date of any Option; (v) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option; and (vi) to make all other
determinations deemed necessary or advisable for the administration of this Plan. The Administrator
may delegate nondiscretionary administrative duties to such employees of the Company as it
deems proper. (c) All questions of interpretation, implementation and application of this Plan
shall be determined by the Administrator. Such determination shall be final and binding on all
persons. 6. Grant of Options. (a) Grant for initial election or appointment to Board. Subject to the terms
and conditions of this Plan, if any person who is not an officer or employee of the Company is
first elected or appointed as a member of the Board, then the Company shall grant to such
Nonemployee Director Options to purchase Shares as follows: (i) If such Nonemployee Director is first elected or appointed as a
member of the Board on or after the Companys annual meeting of shareholders
held in 1996 but before the annual meeting of shareholders held in 1997, then on the effective
date of such appointment or election, the Company shall grant to such Nonemployee Director
an Option to purchase 3,333 Shares at an exercise price equal to the Fair Market Value of
such Shares on the date of such Option grant. (ii) If such Nonemployee Director is first elected or appointed as a
member of the Board on or after the Companys annual meeting of shareholders
held in 1997 but before the annual meeting held in 1999, then on the effective date of such
appointment or election, the Company shall grant to such Nonemployee Director an Option to
purchase 10,000 Shares at an exercise price equal to the Fair Market Value of such Shares on
the date of such Option grant. (iii) If such Nonemployee Director is first elected or appointed as a
member of the Board on or after the Companys annual meeting of shareholders
held in 1999, then on the effective date of such appointment or election, the Company shall
grant to such Nonemployee Director an Option to purchase 15,000 Shares at an exercise price
equal to the Fair Market Value of such Shares on the date of such Option grant. In addition, on
each of the earlier of (1) the date of the three succeeding Board meetings after such election or
appointment and 3




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(2) August 31, November 30, February 28 or May 31 of the relevant year
following such election or appointment, the Company shall grant to such Nonemployee Director an
additional Option to purchase 1,875 Shares at an exercise price equal to the Fair Market Value of
such Shares on the date of such Option grant; provided, however, that upon the first annual
meeting of shareholders of the Company held on or after the Nonemployee Directors election or
appointment, such director shall cease to be entitled to the 1,875 Share grants described above,
but instead shall be entitled to the annual grants described in section 6(b) below. (b) Annual Grant. Subject to the terms and conditions of this Plan, on the date
of the first meeting of the Board immediately following each annual meeting of
shareholders of the Company (even if held on the same day as the meeting of shareholders) the
Company shall grant to each Nonemployee Director then in office Options as follows. (i) For meetings held prior to the Companys annual meeting of
shareholders held in 1997, the Company shall grant to each Nonemployee Director
then in office
an Option to purchase 1,667 Shares at an exercise price equal to the Fair
Market Value of such
Shares on the date of such Option grant. (ii) For meetings held on or after the Companys annual meeting of
shareholders held in 1997 but before the annual meeting of shareholders held in
1999, the
Company shall grant to each Nonemployee Director then in office an Option to
purchase 5,000
Shares at an exercise price equal to the Fair Market Value of such Shares on
the date of such
Option grant. Provided, however, that if in any relevant year an annual meeting
of shareholders
is not held by June 15, then on June 15 of any such year the Company shall
grant to each
Nonemployee Director then in office an Option to purchase 5,000 Shares at an
exercise price
equal to the Fair Market Value of such Shares on June 15 and the Company shall
not thereafter
grant any Options pursuant to this subsection (b) in any such year. (iii) For meetings held on or after the Companys annual meeting of
shareholders held in 1999, the Company shall grant to each Nonemployee Director
then in office
an Option to purchase 1,875 Shares at an exercise price equal to the Fair
Market Value of such
Shares on the date of such Option grant. Provided, however, that if in any
relevant year an
annual meeting of shareholders is not held by June 15, then on June 15 of any
such year the
Company shall grant to each Nonemployee Director then in office an Option to
purchase 1,875
Shares at an exercise price equal to the Fair Market Value of such Shares on
June 15. In
addition, on each of the earlier of (1) the date of the three succeeding Board
meetings after such
annual meeting and (2) August 31, November 30, February 28 or May 31 of the
relevant year
following such annual meeting, the Company shall grant to each Nonemployee
Director then
serving as a director of the Company, an additional Option to purchase 1,875
Shares at an
exercise price equal to the Fair Market Value of such Shares on the date of
such Option grant,
such that the total Options granted pursuant to this Section 6(b) for each full
year of service is for
7,500 Shares. (c) No Options shall be granted under this Plan after ten (10) years from the
date of adoption of this Plan by the Board. Each Option shall be evidenced by a
written Option
Agreement, in form satisfactory to the Company, executed by the Company and the
Nonemployee Director to whom such Option is granted; provided, however, that
the failure by 4




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the Company, the Nonemployee Director or both to execute such an agreement
shall not invalidate the granting of an Option. 7. Director Fee Election. Upon election by the Board, all or any part of the
Director
Fees can be waived in any given year, and the Director Fees waived may be
applied by the Board
to reduce the exercise price of Options granted to the Nonemployee Directors
pursuant toSections 6(a) and 6(b). The amount of Director Fees waived may vary from year
to year. By
way of example, if the Board elects pursuant to this Section to waive an
aggregate of $6,000 of
Director Fees which would otherwise be payable to three Nonemployee Directors
($2,000 of fees
for each), an amount of $6,000 ($2,000 each) shall be applied by the Board to
reduce the exercise
price of Options granted pursuant to Section 6(b), so that if each of the three
Nonemployee
Directors in this example are granted Options for 1,000 shares exercisable at
$5.00 each, the
$2,000 could be applied to reduce the exercise price of these options to $3.00
per share ($2,000
1,000 shares/$2.00 per share reduction in exercise price). 8. Terms and Conditions of Options. Each Option granted under this Plan shall
be
subject to the terms and conditions set forth in this Section 8. 8.1 Changes in Capital Structure. Subject to Section 8.2, if the Common
Stock is changed by reason of a stock split, reverse stock split, stock
dividend or recapitalization,
or converted into or exchanged for other securities as a result of a merger,
consolidation or
reorganization, appropriate adjustments shall be made in: (a) the number and
class of shares of
Common Stock subject to this Plan and each Option outstanding under this Plan;
and (b) the
exercise price of each outstanding Option; provided, however, that the Company
shall not be
required to issue fractional shares as a result of any such adjustments. Each
such adjustment
shall be subject to approval by the Administrator in its sole discretion. 8.2 Time of Option Exercise. Subject to the other provisions of this Plan,
each Option granted pursuant to this Plan prior to the Companys annual meeting
of shareholders
held in 1999 shall be for a term of ten (10) years and two (2) days and each
Option granted
pursuant to this Plan on or after the Companys annual meeting of shareholders
held in 1999
shall be for a term of five (5) years. Each Option granted under Section 6 of
this Plan prior to the
Companys annual meeting of shareholders held in 1999 shall be exercisable in
full six months
after the date of grant. Each Option granted under Section 6 of this Plan after
the Companys
annual meeting of shareholders held in 1999 shall be exercisable in full on the
date of grant. At
the discretion of the Administrator, the Company shall have a right of
repurchase at the option
exercise price with respect to shares purchased upon exercise of Options
granted pursuant to
Section 6. For Options granted before the Companys annual meeting of
shareholders held in
1999, such right of repurchase shall expire with respect to 12-1/2% of the
number of Shares
covered by such Option six months after the date such Option is granted and
shall expire with
respect to 6-1/4% of the number of shares covered by such Option at the end of
each three-month
period thereafter. For Options granted after the Companys annual meeting of
shareholders held
in 1999, such right of repurchase shall expire at the rate determined by the
Administrator. 8.3 Corporate Transactions. In connection with an acquisition of the
Company affected by a merger, consolidation, sale of all or substantially all
of the Companys
assets, acquisition of shares, or any like occurrence in which the Company is
involved, the right 5




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of repurchase specified in Section 8.2 shall lapse with respect to twice the
number of shares then
subject to such right of repurchase. The Administrator shall have the
authority, in its sole
discretion, to determine the time prior to consummation of such transaction
when such right of
repurchase shall so lapse. 8.4 Limitation on Other Grants. The Administrator shall have no discretion
to grant Options under this Plan other than as set forth in Sections 6(a) and
6(b). 8.5 Nonassignability of Option Rights. No Option granted under this Plan
shall be assignable or otherwise transferable by the Optionee, except by will
or the laws of
descent and distribution, or pursuant to a qualified domestic relations order
as defined by the
Code. During the life of an Optionee, an Option shall be exercisable only by
the Optionee. 8.6 Payment. Except as provided below, payment in full, in cash, shall be
made for all Option Shares purchased at the time written notice of exercise of
an Option is given
to the Company, and proceeds of any payment shall constitute general funds of
the Company.
Payment may also be made pursuant to a cashless exercise/sale procedure. At the
time an Option
is granted or exercised, the Administrator, in the exercise of its absolute
discretion, may
authorize any one or more of the following additional methods of payment: (a)
delivery by the
Optionee of Common Stock already owned by the Optionee for all or part of the
Option price,
provided the Fair Market Value of such Common Stock is equal on the date of
exercise to the
Option price, or such portion thereof as the Optionee is authorized to pay by
delivery of such
stock; provided, however, that if an Optionee has exercised any portion of any
option granted by
the Company by delivery of Common Stock, the Optionee may not, within six (6)
months
following such exercise, exercise any Option granted under this Plan by
delivery of Common
Stock; and (b) any other consideration and method of payment to the extent
permitted under the
California Corporations Code and federal securities and other applicable laws. 8.7 Termination as Director. Unless determined otherwise by the
Administrator in its absolute discretion, to the extent not already expired or
exercised, an Option
shall terminate at the earlier of: (a) the expiration of the term of the
Option; or (b) three (3)
months after the last day served by the Optionee as a director of the Company;
provided, that an
Option shall be exercisable after the date of termination of service as a
director only to the extent
exercisable on the date of termination; and provided further, that if
termination of service as a
director is due to the Optionees death or disability (as determined in
accordance with
Section 22(e)(3) of the Code), the Optionee, or the Optionees personal
representative (or any
other person who acquires the Option from the Optionee by will or the
applicable laws of descent
and distribution), may at any time within twelve (12) months after the
termination of service as a
director (or such lesser period as is specified in the Option Agreement but in
no event after the
expiration of the term of the Option), exercise the rights to the extent they
were exercisable on
the date of the termination. 8.8 Withholding and Employment Taxes. At the time of exercise of an
Option (or at such later time(s) as the Company may prescribe), the Optionee
shall remit to the
Company in cash all applicable federal and state withholding and employment
taxes. If
authorized by the Administrator in its sole discretion, an Optionee shall be
permitted to elect, by
means of a form of election to be prescribed by the Administrator, to have
shares of Common 6




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Stock which are acquired upon exercise of the Option withheld by the Company or
to tender to
the Company other shares of Common Stock or other securities of the Company
owned by the
Optionee on the date of determination of the amount of tax to be withheld as a
result of the
exercise of such Option (the Tax Date) to pay the amount of tax that is
required by law to be
withheld by the Company as a result of the exercise of such Option. Any
securities so withheld
or tendered shall be valued by the Company as of the Tax Date. 8.9 Option Term. Each Option granted hereunder prior to the Companys
annual meeting of Shareholders held in 1999 shall expire ten (10) years and two
(2) days after
the date of grant. Each Option granted hereunder after the Companys annual
meeting of
Shareholders held in 1999 shall expire five (5) years after the date of grant. 9. Manner of Exercise. (a) An Optionee wishing to exercise an Option shall give written notice to the
Company at its principal executive office, to the attention of the officer of
the Company
designated by the Administrator, accompanied by payment of the exercise price
as provided in
Section 8.6 and, if required, by payment of any federal or state withholding or
employment taxes
required to be withheld by virtue of exercise of the Option. The date the
Company receives
written notice of an exercise hereunder accompanied by payment of the exercise
price and any
required federal or state withholding or employment taxes will be considered as
the date such
Option was exercised. Unless otherwise provided by the Administrator, options
may be
exercised only twice in any calendar year. (b) Promptly after the date an Option is exercised, the Company shall, without
stock issue or transfer taxes to the optionee or other person entitled to
exercise the Option,
deliver to the Optionee or such other person a certificate or certificates for
the requisite number
of shares of Common Stock. An Optionee or transferee of an Optionee shall not
have any
privileges as a stockholder with respect to any Common Stock covered by the
Option until the
date of issuance of a stock certificate. 10. No Right to Directorship. Neither this Plan nor any Option granted
hereunder
shall confer upon any Optionee any right with respect to continuation of the
Optionees
membership on the Board or shall interfere in any way with provisions in the
Companys
Articles of Incorporation and By-Laws relating to the election, appointment,
terms of office, and
removal of members of the Board. 11. Financial Information. The Company shall provide to each Optionee during
the
period such optionee holds an outstanding Option a copy of the financial
statements of the
Company as prepared either by the Company or independent certified public
accountants of the
Company. Such financial statements shall be delivered as soon as practicable
following the end
of the Companys fiscal year during the period Options are outstanding. 12. Legal Requirements. The Company shall not be obligated to offer or sell any
Shares upon exercise of any Option unless the Shares are at that time
effectively registered or
exempt from registration under the federal securities laws and the offer and
sale of the Shares are
otherwise in compliance with all applicable securities laws and the regulations
of any stock 7




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exchange on which the Companys securities may then be listed. The Company
shall have no
obligation to register the Shares covered by this Plan under the federal
securities laws or take any
other steps as may be necessary to enable the Shares covered by this Plan to be
offered and sold
under federal or other securities laws. Upon exercising all or any portion of
an Option, an
Optionee may be required to furnish representations or undertakings deemed
appropriate by the
Company to enable the offer and sale of the Shares or subsequent transfers of
any interest in the
Shares to comply with applicable securities laws. Certificates evidencing
Shares acquired upon
exercise of Options shall bear any legend required by, or useful for purposes
of compliance with,
applicable securities laws, this Plan or the Option Agreements. 13. Amendments to Plan. The Board may amend this Plan at any time. Without the
consent of an optionee, no amendment may adversely affect outstanding Options.
No
amendment shall require shareholder approval unless: (a) shareholder approval is required to meet the exemptions provided by Rule
16b-3, or any successor rule thereto; or (b) the Board otherwise concludes that shareholder approval is advisable. 14. Shareholder Approval; Term. This Plan shall become effective upon adoption
by
the Board of Directors; provided, however, that no Option shall be exercisable
unless and until
written consent of holders of a majority of the outstanding shares of capital
stock of the
Company, or approval by holders of a majority of shares of capital stock of the
Company
present, or represented, and entitled to vote at a validly called shareholders
meeting (or such
greater number as may be required by law or applicable governmental regulations
or orders) is
obtained within twelve (12) months after adoption by the Board. This Plan shall
terminate ten
(10) years after adoption by the Board unless terminated earlier by the Board.
The Board may
terminate this Plan at any time without shareholder approval. No Options shall
be granted after
termination of this Plan, but termination shall not affect rights and
obligations under then
outstanding Options. Adopted by the Board of Directors: February 21, 1996 Approved by the Shareholders: June 3, 1996 Amended by the Board of Directors on November 20, 1996 so that (1) the third
sentence of
section 8.2 reads: The Company shall have a right of repurchase at the option
exercise price
with respect to shares purchased upon exercise of Options granted pursuant to
Section 6 which
shall expire with respect to 12-1/2% of the number of Shares covered by such
Option six months
after the date such Option is granted and shall expire with respect to 6-1/4%
of the number of
shares covered by such Option at the end of each three-month period thereafter,
and (2) the
following is added as the second sentence of section 8.6: Payment may also be
made pursuant
to a cashless exercise/sale procedure. Amended by the shareholders on May 16, 1997 and by the Board of Directors on
March 12,
1997 as follows: (1) beginning with the annual meeting of shareholders held in
1997, increase 8




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the Option grant pursuant to Section 6(a) to 5,000 Shares and increase the
annual Option grant
pursuant to Section 6(b) to 10,000 Shares, (2) provide that if an annual
meeting of shareholders
is not held by June 15 of any year then the annual Option grant pursuant to
Section 6(b) shall be
made on June 15 of such year, and (3) in accordance with the 1996 amendments to
Rule 16b-3,
delete the reference in Section 5(a) to disinterested directors and delete
certain requirements in
Section 8.8 related to elections to have Common Stock withheld to pay taxes. Amended by the shareholders on May 14, 1999 and by the Board of Directors on
May 13, 1999
as follows: (1) beginning with the annual meeting of shareholders held in 1999,
the Option grant
for Nonemployee Directors first elected or appointed to the Board was increased
to 15,000
Shares, with one fourth of the grant being made after the first Directors
meeting after the annual
shareholder meeting and the remaining three in the three succeeding quarters
after the meeting;
(2) beginning with the annual meeting of shareholders held in 1999, the Option
grant for
Nonemployee Directors who are re-elected to the Board was increased to 7,500
Shares, with one
fourth of the grant being made after the first Directors meeting after the
annual shareholder
meeting and the remaining three in the three succeeding quarters after the
meeting; (3) the
automatic repurchase provision in Section 8.2 was changed to be at the
discretion of the
Administrator; (4) the exercise period for Options granted after the annual
meeting of
shareholders held in 1999 was reduced to five (5) years; (5) all Options
granted after the meeting
of shareholders held in 1999 shall be 100% exercisable on the date of grant;
and (6) the number
of shares covered by the Plan was increased from 150,000 shares to 350,000
shares. Total number of shares covered by the Plan: 350,000, as adjusted to reflect the
1 for 3 reverse
split of Common Stock effectuated on June 3, 1996 and as adjusted to reflect
the increase of
200,000 shares approved by the shareholders and Board of Directors on May 13,
1999. Plan amended by the Board of Directors on February 20, 2003 to require the
Administrator to be
the independent members of the Board or a committee of independent members. Plan amended by the Board of Directors on April 11, 2003 to increase the
authorized shares
under the Plan from 350,000 to 550,000. The Board also amended the Plan to
delete payment
using promissory notes and to note that payment methods were limited to those
allowed under
federal securities and other applicable laws. The amendments were approved by
shareholders on
May 30, 2003. Plan amended by the Board of Directors on October 9, 2003 to (1) clarify that
the name of the
Company is Thoratec Corporation, (2) amend Section 6(a)(iii) to confirm
existing practice as
approved by the Board of Directors that the grant of Options for Nonemployee
Directors first
elected or appointed to the Board shall be granted in its entirety (15,000
Options) on the effective
date of election or appointment of such director, (3) provide that such newly
elected
Nonemployee Director shall be entitled to receive the same amount of quarterly
grants of
Options as the other Nonemployee Directors effective with the next grant of
Options to such
other Nonemployee Directors, and (4) clarify that the limits on the annual
grants to
Nonemployee Directors set forth in Section 6(b)(iii) shall not include the
initial grant to such
first elected or appointed Nonemployee Director. 9