Ms. Cynthia Lucchese
10473 Windemere
Carmel, IN 46032
On behalf of
Thoratec Corporation, I am pleased to confirm the following offer
of employment to you as Sr. Vice President, Chief Financial
Officer. The following should summarize the salient points of our
offer. This offer supersedes any previous offers of
employment.
Position : Sr.
Vice President, Chief Financial Officer reporting directly to the
President and Chief Executive Officer. Your offer of employment
will be contingent upon successful completion of the pre-employment
drug screening and a background investigation. A start date upon
completion of the above will be mutually determined.
Salary: Your salary will be $10,000.00 paid bi-weekly,
which is the equivalent to $260,000 annually. This is an
position.
Bonus: In addition you will be eligible for a 60% bonus
of your base salary. You will be eligible to participate in the
2005 bonus program on a pro-rata basis at target, based on your
hire date. You will not be eligible for the “Over Achievement
Award Opportunity/Performance Accelerator” benefit until
2006. Please refer to the attached copy of the Executive Incentive
Plan.
Signing
Bonus : The Company
will pay to you a gross (taxable) bonus of $100,000 within 30
days of your hire date. In the event you voluntarily terminate your
employment with Thoratec prior to twelve months from the date of
receipt of the bonus payment, the signing bonus will be reimbursed
to Thoratec.
Stock
Options: Upon your
date of hire, you will be granted Incentive Stock Options to
purchase 100,000 shares of common stock of Thoratec Corporation.
The exercise price of these options will be the fair market value
of the stock at the date of the grant. These are 10-year options
with vesting over a three-year period at the rate of one-third
vesting per year.
Your stock
option grants will include a provision for immediate and
accelerated vesting upon a change in control of
Thoratec.
Restricted Share Grant
: If the acquisition of Guidant Corporation by
Johnson & Johnson Corporation is completed by April 1,
2006, the Company will issue you a restricted stock grant of 25,000
shares. The restrictions on these shares will lapse in two
increments. The first 15,000 shares will lapse upon your continued
employment 90 days after the closing of the Guidant/J&J
merger, and the additional 10,000 shares will lapse upon your
continued employment eighteen months after your date of
hire.
This restricted
stock grant is intended to compensate you for the bonus you have
advised us you are eligible to receive if you stay at your current
position until the consummation of the acquisition of Guidant
Corporation by Johnson & Johnson. If for any reason you receive
all or any portion of such bonus, then this grant of Company
restricted shares will be reduced pro rata, by the corresponding
percentage. For example, if you receive 20% of
