THORATEC CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>f04118exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                        SEPARATION AGREEMENT AND RELEASE

         This Separation Agreement and Release ("Agreement") is given by M.
Wayne Boylston ("Employee") in consideration of the commitments made to Employee
by Thoratec Corporation ("Thoratec"), all of which commitments are set forth in
this document.

         WHEREAS, Employee has been an employee of Thoratec since July 16, 2001.

         WHEREAS, in connection with his duties at Thoratec he has served as an
         officer of Thoratec and an officer and director of Thoratec's
         subsidiary International Technidyne Corporation and Thoratec Europe
         Limited.

         WHEREAS, the parties wish to ensure an orderly departure and amicable
         resolution of all possible claims or disputes between them arising from
         the Employee's resignation from Thoratec and its subsidiaries.

         THEREFORE, the parties mutually agree as follows:

I.       Employee hereby resigns from his positions as (i) Senior Vice
         President, Chief Financial Officer and Secretary of Thoratec, (ii) Vice
         President, Chief Financial Officer and director of International
         Technidyne Corporation, (iii) a director of Thoratec Europe Limited and
         from all other offices or directorships of Thoratec and (iv) any of its
         subsidiaries, effective as of December 17, 2004 ("Separation Date").

II.      Employee acknowledges, and Thoratec agrees, that Employee will receive
         payment within three (3) days after the Separation Date for all earned
         and unpaid salary, plus all accrued and unused vacation (equivalent to
         twenty two thousand one hundred ninety-seven dollars ($22,197).
         Employee and Thoratec acknowledge and agree that no deferred salary
         remains payable to Employee, and that there is no agreement to defer
         payment of any future salary to which Employee may be entitled.

III.     Thoratec agrees to pay Employee two hundred fifty six thousand five
         hundred dollars ($256,500) (equivalent to twelve (12) months of
         Employee's salary with Thoratec). This payment will be made in a lump
         sum, on the next regular payroll date following the eighth day after
         Thoratec receives a fully-executed original of this Agreement, provided
         that Employee has not timely revoked this Agreement and provided
         further that such payment shall be made in no event earlier than the
         first scheduled Thoratec payroll in January 2005.

IV.      Thoratec further agrees to pay the cost of six months of Employee's
         mortgage differential as outlined in his offer letter, dated June 10,
         2001. This amount (one thousand nine hundred eighty six dollars and
         thirty six cents ($1,986.36) per month) equates to eleven thousand nine
         hundred eighteen dollars and sixteen cents ($11,918.16) to be paid in a
         lump sum. This payment will be made no earlier than the eighth day
         after Thoratec receives a fully-executed original of this Agreement,
         provided that Employee has not timely revoked this Agreement and
         provided further that such payment shall be made in no event earlier
         than the first scheduled Thoratec payroll in January 2005.

V.       Thoratec further agrees to pay the cost of Employee's COBRA premiums
         for the first twelve (12) months of his COBRA eligibility. This amount
         (nine hundred sixty three dollars and eighty seven cents ($963.87) per
         month for medical coverage and one hundred nineteen dollars and fifty
         four cents ($119.54) per month for dental coverage) equates to thirteen
         thousand dollars and ninety two cents ($13,000.92) to be paid in a lump
         sum. This payment will be made on the eighth day after Thoratec
         receives a fully-executed original of this Agreement, provided that
         Employee has not timely revoked this Agreement and provided further
         that such payment shall be made in no event earlier than the first
         scheduled Thoratec payroll in January 2005.

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VI.      Thoratec further agrees to pay Employee his 2004 Executive Incentive
         Plan bonus payment, to be paid in a lump sum, upon final determination
         of all individual and corporate bonus objectives in February 2005, and
         no earlier than the eighth day after Thoratec has received a
         fully-executed original of this Agreement, provided that Employee has
         not timely revoked this Agreement. For the purposes of such payment,
         Thoratec represents that Employee has achieved one hundred percent
         (100%) of his individual bonus objectives for 2004 (representing half
         of the total objectives constituting Employee's 2004 bonus objectives).
         The remaining corporate bonus objectives will be determined in February
         2005 in strict accordance with Thoratec's achievement of such financial
         goals as set forth in the 2004 Executive Incentive Plan.

VII.     Thoratec further agrees to pay the cost of out-placement and other
         professional services not to exceed an aggregate amount of twenty seven
         thousand five hundred dollars ($27,500). This payment will be made
         directly to the appropriate vendor(s) who are approved in advance by
         Thoratec (in Thoratec's sole and absolute discretion) upon receipt of
         invoicing, provided (i) such services are rendered within six (6)
         months from the Separation Date and (ii) that Employee timely executes
         and does not revoke this Agreement.

VIII.    If Employee fails to sign and return the original of this Agreement to
         Thoratec, or revokes this Agreement, within the time periods provided,
         Employee will not be entitled to any of the payments set forth in
         Paragraphs III through VII above.

IX.      In consideration for the payments and benefits provided in Paragraphs
         III through VII above, Employee, for himself and for each of his
         representatives, heirs, successors and assigns, does hereby release,
         acquit and forever discharge Thoratec and its parent companies,
         affiliates, subsidiaries, divisions and related companies, and the
         past, present and future employees, agents, attorneys, officers,
         directors, shareholders, partners, heirs, executors, administrators,
         insurers, successors, and assigns (all hereinafter "Releasees") from
         and against any and all claims, rights, demands, actions, obligations,
         liabilities and causes of action, whether asserted or unasserted, of
         any and every kind, nature and character whatsoever, known or unknown,
         that he may now have or has ever had against Releasees, or any of them,
         including but not limited to those arising from or in any way connected
         with or related to Employee's employment by Releasees, or any of them,
         the termination of that employment, the prior lack of such employment;
         or any claims or demands related to salary, bonuses, commissions,
         stock, stock options, or any other ownership interests, vacation pay,
         fringe benefits, expense reimbursements, severance pay, or any other
         form of compensation; or any claims of discrimination, harassment or
         retaliation, including but not limited to claims arising under Title
         VII of the Civil Rights Act of 1964, the Age Discrimination in
         Employment Act of 1967, as amended, the Older Workers Benefit
         Protection Act, the Fair Labor Standards Act, the Consolidated Omnibus
         Budget Reconciliation Act, the Americans with Disabilities Act, the
         California Fair Employment and Housing Act, and any claims arising
         under any federal, state or local law, and all acts or omissions of
         Releasees, or any of them, whatsoever heretofore occurring or arising.

         Employee acknowledges that the consideration given for the waiver and
         release in the preceding paragraph is in addition to anything of value
         to which he was already entitled.

         A.       Employee understands and agrees that this Agreement is a full
                  and final release covering all known and unknown and
                  unanticipated injuries, debts, claims or damages to him that
                  have arisen or may have arisen from any matters, acts,
                  omissions or dealings released in this Paragraph IX.
                  Therefore, as to these matters released above, Employee hereby
                  expressly waives and relinquishes any and all rights or
                  benefits that he may now have, or in the future may have under
                  the terms of California Civil Code Section 1542 and any
                  similar law of any state or territory of the United States.
                  Said section provides as follows:

                  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

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                  Employee acknowledges that he is aware that he may hereafter
                  discover facts in addition to, or different from, those which
                  he now knows or believes to be true, but it is his intention
                  hereby, fully and finally and forever, to settle and to
                  release any and all matters, disputes and differences, known
                  or unknown, suspected or unsuspected, that do now exist, may
                  exist or heretofore have existed with respect to those matters
                  described in this Paragraph IX.

         B.       Except as otherwise provided by law, Employee agrees that he
                  will not file, refile, or prosecute any claim, charge,
                  grievance, complaint or action for monetary damages, before
                  any local, state or federal court, arbitrator, or
                  administrative agency, board or tribunal concerning any matter
                  which was or could have been raised in connection with any
                  matter released in this Paragraph IX. Employee further agrees,
                  except as otherwise provided by law, to promptly dismiss or
                  withdraw with prejudice any charges, claims or complaints
                  regarding any matter released in this Paragraph IX.

         C.       Also in consideration for the payments and benefits provided
                  in Paragraphs III through VII above, Employee agrees that the
                  existence of, reasons for and terms of this Agreement will be
                  held by him in the strictest confidence and will not be
                  disclosed by him, directly or indirectly, to any person or
                  entity, including but not limited to past, current or future
                  Thoratec employees, except that Employee may disclose the
                  settlement of his claims and this Agreement as required by law
                  and to his spouse, tax advisors and attorneys on the condition
                  that they agree to hold the terms of this Agreement in
                  strictest confidence and that Employee agrees to accept
                  responsibility for any breach of confidentiality by those
                  individuals. Employee specifically agrees that he will not
                  disclose that he has received the payments or benefits
                  described in Paragraphs III through VII or that he received
                  from Releasees any payment, money, compensation, property or
                  expense reimbursement in any form or sum whatsoever relating
                  to the settlement of any matter described in Paragraph IX or
                  otherwise. In response to a question about any such matter,
                  Employee may only state that "the matter has been resolved,"
                  unless otherwise required by law. Thoratec's obligations under
                  this Agreement are contingent on Employee complying with this
                  confidentiality provision as well as all of Employee's other
                  obligations under this Agreement. Notwithstanding the
                  foregoing, once this Agreement has been filed by Thoratec with
                  the Securities and Exchange Commission, Employee may disclose
                  or refer to any of the provisions hereof but only to the
                  extent of describing any such provision and not to the extent
                  it would otherwise derogate from his confidentiality
                  obligations set forth in this Paragraph IX.

         D.       "The parties expressly agree and acknowledge that,
                  notwithstanding anything in this Agreement to the contrary,
                  this release and waiver does not include any or all claims,
                  rights, demands, actions, obligations, liabilities, and/or
                  causes of action that Employee, or each of his
                  representatives, heirs, successors and assigns, may now have
                  or have ever had against the Releasees for contribution,
                  indemnification, or under California Corporate Code Sections
                  204(a)(10) and 309(c) arising out of or related to any and all
                  actions and/or claims brought against Employee by any third
                  party related to his employment with Thoratec or any of its
                  subsidiaries or related companies."

         E.       As of the date of this Agreement, Thoratec represents and
                  confirms that it is not presently aware of any cause of action
                  or claim it has or may have against Employee for fraud or
                  misconduct under the securities laws of the United States or
                  of any state.

X.       Employee agrees that Thoratec has paid or provided him any and all
         salary, other wages, bonuses, commissions, incentives, vacation pay,
         severance pay and/or stock options he is owed, and that no such further
         payments or amounts are owed or will be owed, except as otherwise
         expressly

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         described in this Agreement or in the Consulting Services Agreement
         between Employee and Thoratec dated as of the date hereof (the
         "Consulting Services Agreement").

XI.      Employee agrees that he shall be personally responsible for the payment
         of any and all taxes which may be due on the payments described in
         Paragraphs III through VII of this Agreement. Employee further
         acknowledges that Thoratec does not make and has not made any
         representations regarding the taxability of such payments from Thoratec
         to Employee, and Employee has not relied on any representations of
         Thoratec on that subject. Employee further acknowledges and agrees that
         he will indemnify Thoratec for, and hold Thoratec harmless from, any
         liability, taxes, penalties, or assessments that Thoratec may incur as
         a result of any failure by Employee to pay appropriate taxes on the
         payments received from Thoratec pursuant to Paragraphs III through VII
         of this Agreement.

XII.     Employee agrees to return to Thoratec all Thoratec documents (and all
         copies thereof) and other Thoratec property that Employee had in his
         possession at any time, including, but not limited to, files, notes,
         drawings, records, business plans and forecasts, financial information,
         specifications, computer-recorded information, tangible property,
         credit cards, entry cards, identification badges and keys, any
         materials of any kind that contain or embody any proprietary or
         confidential information of Thoratec (and all reproductions thereof) on
         or before the Separation Date except for (a) the Employee's laptop
         computer furnished by Thoratec and (b) any such documents or other
         property that the parties mutually agree is required to be retained by
         Employee for the performance of the services under the Consulting
         Services Agreement.

XIII.    This Agreement is binding on and for the benefit of Employee and
         Releasees, and their respective heirs, beneficiaries, executors,
         administrators, successors and assigns, wherever the context requires
         or admits.

XIV.     Employee declares that, prior to his execution and delivery of this
         Agreement, he had the opportunity to consult legal counsel and he
         apprised himself of sufficient relevant information, through sources of
         his own selection, in order that he might intelligently exercise his
         own judgment in deciding whether to execute it, and in deciding on the
         contents hereof. Employee further declares that this decision is not
         predicated on or influenced by any declarations or representations of
         the persons or entities released or any predecessors in interest,
         successors, assigns, officers, directors, employees, attorneys, or
         agents of said entities other than as may be contained in this
         instrument. Employee represents and warrants that he has the sole right
         and authority to execute this Agreement and that he has not assigned or
         transferred, or purported to have assigned or transferred, to any
         corporation, entity or person, any dispute or claims released herein or
         any amount of money related hereto.

XV.      Employee further agrees that for a period of one (1) year after the
         Separation Date, Employee will not, except with the advance written
         approval of Thoratec, voluntarily or involuntarily, for any reason
         whatsoever, directly or indirectly, individually or on behalf of
         persons not now parties to this Agreement, or as a partner, founder,
         stockholder, director, officer, principal, agent, employee or in any
         other capacity or relationship, for Employee's own account or for the
         benefit of any other person, encourage, induce, attempt to induce,
         solicit or attempt to solicit anyone who is employed at that time, or
         was employed during the previous one (1) year, by Thoratec or any
         affiliate to leave his or her employment with Thoratec or any of its
         affiliates.

XVI.     Employee expressly states that he has read this Agreement and
         understands all of its terms, that the preceding paragraphs recite the
         sole consideration for this Agreement and that all agreements and
         understandings between the parties are embodied and expressed herein;
         and that this Agreement contains the entire agreement of the parties
         with regard to matters covered in it, and supersedes in all respects
         any other agreements and understandings that may have occurred between
         Employee and Thoratec, except for the agreements as described in
         sections XXI and XXII herein below which shall survive this Agreement.
         This Agreement is executed voluntarily and with full knowledge of its
         significance.

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XVII.    If any provision or portion of this Agreement shall be adjudged by a
         court to be void or unenforceable, the same shall in no way affect any
         other provision of this Agreement, the application of such provision in
         any other circumstances, or the validity or enforceability of this
         Agreement.

XVIII.   This Agreement may not be changed or modified, in whole or in part,
         except by an instrument in writing signed by Employee and an officer of
         Thoratec.

XIX.     Employee acknowledges his understanding that he may take twenty-one
         (21) days to consider whether he should sign and deliver this Agreement
         and that he has been advised that he should consult with an attorney,
         if he decides to do so, prior to executing and delivering this
         Agreement. Employee further acknowledges that he has seven (7) days
         following his execution and delivery of this Agreement to revoke this
         Agreement; and that this Agreement will not be effective until the date
         upon which the revocation period has expired without a revocation by
         him of this Agreement, which will be the eighth day after this
         Agreement is executed by Employee. To revoke acceptance, Employee must
         send a written notice to Thoratec Corporation, 6035 Stoneridge Drive,
         Pleasanton, CA 94588, Attn: General Counsel, by 5:00 p.m. on or before
         the seventh day after Employee signs this Agreement. All time limits
         set forth herein refer to calendar days unless otherwise specified. If
         the expiration of any time limit set forth herein falls on a weekend or
         a holiday observed by Thoratec, the time limit will be deemed to end at
         the close of business on the next workday.

XX.      This Agreement will be deemed to have been entered into and will be
         construed and enforced in accordance with the laws of the State of
         California without regard to principles of conflicts of laws. The
         parties hereby agree to submit to the exclusive jurisdiction of the
         courts of the State of California and the Federal courts of the United
         States of America located within the County of Alameda in the State of
         California for any action to enforce this Agreement. The parties may
         proceed to protect and enforce its rights either by suit in equity
         and/or by action at law, including, but not limited to, an action for
         damages as a result of any such breach and/or an action for specific
         performance of any provision contained in this Agreement. If either
         party brings an action to enforce the terms of this Agreement, the
         prevailing party shall be entitled to reasonable attorneys' fees and
         costs.

XXI.     Employee acknowledges that the Employee's obligations under the
         Employee Confidential Information and Inventions Agreement between
         Thoratec and Employee dated August 7, 2001, and attached as EXHIBIT A
         hereto, are continuing and survive the termination of Employee's
         employment with Thoratec, except for subsections (iii) and (iv) of
         section 9 of such agreement, entitled "Non-Solicitation", which shall
         be deemed to be deleted therefrom and of no further force or effect.

XXII.    For the avoidance of doubt, the obligations of the parties pursuant to
         (a) the Thoratec Corporation Indemnity Agreement executed by Thoratec
         and Employee dated August 6, 2001 and attached as EXHIBIT B hereto and
         (b) the Consulting Services Agreement shall be continuing and shall
         survive the execution of this Agreement in accordance with the terms of
         such agreements.

XXIII.   All payments to be made by Thoratec to Employee hereunder shall be
         reduced by the amount of any customary deductions and any withholding
         for federal and state taxes as deemed by Thoratec to be required by
         applicable law. Thoratec will provide notice to Employee of all such
         deductions and withholdings.

                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]

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By:  /s/ M. Wayne Boylston                              Dated: December 17, 2004
   __________________________
        M. Wayne Boylston

THORATEC CORPORATION

By:  /s/ D. Keith Grossman                              Dated: December 17, 2004
   __________________________
        D. Keith Grossman
Its: President and Chief Executive Officer

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                              THORATEC CORPORATION
                              INDEMNITY AGREEMENT

         THIS INDEMNITY AGREEMENT (the "Agreement") is made by and between
THORATEC CORPORATION, a California corporation (the "Company"), and M. Wayne
Boylston, an officer of the Company (the "Indemnitee") as of this 6th day of
August 2001.

                                    RECITALS

        A. The Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors and officers of corporations unless
they are protected by comprehensive liability insurance or indemnification, due
to increased exposure to litigation costs and risks resulting from their service
to such corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors or officers.

        B. The statutes and judicial decisions regarding the duties of directors
and officers are often difficult to apply, ambiguous, or conflicting, and
therefore fail to provide such directors and officers with adequate, reliable
knowledge of legal risks to which they are exposed or information regarding the
proper course of action to take.

        C. Plaintiffs often seek damages in such large amounts and the costs of
litigation may be so enormous (whether or not the case is meritorious), that the
defense and/or settlement of such litigation is beyond the personal resources of
directors and officers.

        D. The Company believes that it is unfair for its directors and officers
to assume the risk of huge judgments and other expenses which may occur in cases
in which the director or officer received no personal profit and in cases where
the director or officer was not culpable.

        E. The Company recognizes that the issues in controversy in litigation
against a director or officer of a corporation such as the Company are often
related to the knowledge, motives, and intent of such director or officer, that
he or she is usually the only witness with knowledge of the essential facts and
exculpating circumstances regarding such matters and that the long period of
time which usually elapses before the trial or other disposition of such
litigation often extends beyond the time that the director or officer can
reasonably recall such matters and may extend beyond the normal time for
retirement for such director or officer with the result that he or she, after
retirement or in the event of death, his or her spouse, heirs, executors or
administrators, may be faced with limited ability

<PAGE>

and undue hardship in maintaining an adequate defense, which may discourage such
a director or officer from serving in that position.

         F. Based upon their experience as business managers, the Board of
Directors of the Company (the "Board") has concluded that, to retain and attract
talented and experienced individuals to serve as directors and officers of the
Company and to encourage such individuals to take the business risks necessary
for the success of the Company, it is necessary for the Company to contractually
indemnify its directors and officers, and to assume for itself maximum
liability for expenses and damages in connection with claims against such
directors and officers in connection with their service to the Company, and has
further concluded that the failure to provide such contractual indemnification
could result in great harm to the Company and the Company's shareholders.

         G. Section 317 of the California Corporations Code (the "Code"), under
which the Company is organized ("Section 317"), empowers the Company to
indemnify persons who serve, at the request of the Company, as the directors,
officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 317 is not
exclusive.

         H. The Company desires and has requested the Indemnitee to serve or
continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the
Company.

         I. The Indemnitee is willing to serve, or to continue to serve, the
Company, provided that he or she is furnished the indemnity provided for herein.

         THE PARTIES AGREE AS FOLLOWS:

         1. Definitions. As used herein, the following terms shall have the
following meanings:

                  (a) Agent. "Agent" of the Company means any persons who is or
         was a director, officer, employee or other agent of the Company or a
         Subsidiary (as defined below); or is or was serving at the request of,
         for the convenience of, or to represent the interests of the Company or
         a Subsidiary as a director, officer, employee or agent of another
         foreign or domestic corporation, partnership, joint venture, trust or
         other enterprise; or was a director, officer, employee or agent of a
         foreign or domestic corporation which was a predecessor corporation of
         the Company or a Subsidiary or was a director, officer, employee or
         agent of another enterprise at the request of, for the convenience of,
         or to represent the interests of such predecessor corporation.

                  (b) Expenses. "Expenses" include all direct and indirect costs
         of any type or nature whatsoever (including, without limitation, all
         attorneys' fees and related disbursements, other out-of-pocket costs
         and reasonable compensation for time spent by the Indemnitee for which
         he or she is not otherwise compensated by the Company or any

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         third party) actually and reasonably incurred by the Indemnitee in
         connection with either the investigation, defense or appeal of a
         proceeding or establishing or enforcing a right to indemnification
         under this Agreement, Section 317 or otherwise; provided, however, that
         expenses shall not include any judgments, fines, ERISA excise taxes or
         penalties or amounts paid in settlement of a proceeding.

                  (c) Proceeding. "Proceeding" means any threatened, pending, or
         completed action, suit or other proceeding, whether civil, criminal,
         administrative, investigative or any other type whatsoever.

                  (d) Subsidiary. "Subsidiary" means any corporation of which
         more than 50% of the outstanding voting securities is owned directly or
         indirectly by the Company, by the Company and one or more other
         subsidiaries, or by one or more other subsidiaries.

         2. Agreement to Serve. The Indemnitee agrees to serve and/or continue
to serve as a director and/or officer of the Company, at its will, so long as
the Indemnitee is duly appointed or elected and qualified in accordance with the
applicable provisions of the by-laws of the Company or until such time as the
Indemnitee tenders his/her resignation in writing.

         3. Mandatory Indemnification. The Company shall indemnify the
Indemnitee, as follows:

                  (a) Third Party Actions. If the Indemnitee is a person who was
         or is a party or is threatened to be made a party to any Proceeding
         (other than an action by or in the right of the Company) by reason of
         the fact that the Indemnitee is or was an Agent of the Company, or by
         reason of anything done or not done by the Indemnitee in any such
         capacity, against any and all Expenses and liabilities of any type
         whatsoever (including, but not limited to, judgments, fines, ERISA
         excise taxes or penalties, and amounts paid in settlement) actually
         and reasonably incurred by the Indemnitee in connection with the
         investigation, defense, settlement or appeal of such proceeding if the
         Indemnitee acted in good faith and in a manner the Indemnitee
         reasonably believed to be in or not opposed to the best interests of
         the Company, and, with respect to any criminal proceeding, had no
         reasonable cause to believe his conduct was unlawful; and

                  (b) Derivative Actions. If the Indemnitee is a person who was
         or is a party or is threatened to be made a party to any Proceeding by
         or in the right of the Company to procure a judgement in its favor by
         reason of the fact that the Indemnitee is or was an Agent of the
         Company, or by reason of anything done or not done by the Indemnitee in
         any such capacity, against any amounts paid in settlement of any such
         proceeding and all Expenses actually and reasonably incurred by the
         Indemnitee in connection with The investigation, defense, settlement,
         or appeal of such proceeding if the Indemnitee acted in good faith and
         in a manner the Indemnitee reasonably believed to be in or not opposed
         to the best interests of the Company; except that no indemnification
         under this subsection shall be made in respect of any claim, issue or
         matter as to which such person shall have been finally adjudged to be
         liable to the Company by a court of competent jurisdiction

                                     - 3 -
<PAGE>

         due to willful misconduct of a culpable nature in the performance of a
         duty to the Company unless and only to the extent that the court in
         which such proceeding was brought shall determine upon application
         that, despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such amounts which the court shall deem
         proper; and

                  (c) Actions where Indemnitee is Deceased. If the Indemnitee is
         a person who was or is a party or is threatened to be made a party to
         any Proceeding by reason of the fact that the Indemnitee is or was an
         Agent of the Company, or by reason of anything done or not done by the
         Indemnitee in any such capacity, against any and all Expenses and
         liabilities of any type whatsoever (including, but not limited to,
         judgments, fines, ERISA excise taxes and penalties, and amounts paid in
         settlement) actually and reasonably incurred by or for the Indemnitee
         in connection with the investigation, defense, settlement or appeal of
         such proceeding if the Indemnitee acted in good faith and in a manner
         the Indemnitee reasonably believed to be in or not opposed to the best
         interests of the Company, and, prior to, during the pendency or after
         completion of such proceeding Indemnitee is deceased, except that in a
         proceeding by or in the right of the Company no indemnification shall
         be due under the provisions of this subsection in respect of any claim,
         issue or matter as to winch such person shall have been finally
         adjudged to be liable to the Company, by a court of competent
         jurisdiction, due to willful misconduct of a culpable nature in the
         performance of his duty to the Company, unless and only to the extent
         that the court in which such proceeding was brought shall determine
         upon application that, despite the adjudication of liability but in
         view of all the circumstances of the case, such person is fairly and
         reasonably entitled to indemnity for such amounts which the court shall
         deem proper.

                  (d) Notwithstanding the foregoing, the Company shall not be
         obligated to indemnify the Indemnitee for Expenses or liabilities of
         any type whatsoever (including, but not limited to, judgments, fines,
         ERISA excise taxes or penalties, and amounts paid in settlement) which
         have been paid directly to Indemnitee by D&O Insurance.

         4. Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of any Expenses or liabilities of any type whatsoever (including, but
not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts
paid in settlement) incurred by the Indemnitee in the investigation, defense,
settlement or appeal of a proceeding but not entitled, however, to
indemnification for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for that portion thereof to which the
Indemnitee is entitled.

         5. Mandatory Advancement of Expenses. Subject to Section 10(a) below,
the Company shall advance all Expenses incurred by the Indemnitee in connection
with the investigation, defense, settlement or appeal of any proceeding to which
the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it
shall ultimately be determined pursuant to Section 7 hereof that the Indemnitee
is

                                     - 4 -
<PAGE>

not entitled to be indemnified by the Company as authorized hereby, and such
undertaking should be deemed to satisfy the requirements of Section 317(f) of
the Code. The advances to be made hereunder shall be paid by the Company to the
Indemnitee within 20 days following delivery of a written request therefor by
the Indemnitee to the Company.

         6. Notice and Other Indemnification Procedures.

                  (a) Promptly after receipt by the Indemnitee of notice of the
         commencement of, or the threat of commencement of, any Proceeding, the
         Indemnitee shall, if the Indemnitee believes that indemnification with
         respect thereto may be sought from the Company under this Agreement,
         notify the Company of the commencement or threat of commencement
         thereof.

                  (b) If, at the time of the receipt of a notice of the
         commencement of a Proceeding pursuant to Section 6(a) hereof, the
         Company has D&O Insurance in effect, the Company shall give prompt
         notice of the commencement of such Proceeding to the insurers in
         accordance with the procedures set forth in the respective policies.
         The Company shall thereafter take all necessary or desirable action to
         cause such insurers to pay, on behalf of the Indemnitee, all amounts
         payable as a result of such Proceeding in accordance with the terms of
         such policies.

                  (c) If the Company shall be obligated to pay the Expenses of
         any Proceeding against the Indemnitee, the Company, if appropriate,
         shall be entitled to assume the defense of such Proceeding, with
         counsel approved by the Indemnitee, upon the delivery to the Indemnitee
         of written notice of its election so to do. After delivery of such
         notice, approval of such counsel by the Indemnitee and the retention of
         such counsel by the Company, the Company will not be liable to the
         Indemnitee under this Agreement for any fees of counsel subsequently
         incurred by the Indemnitee with respect to the same Proceeding,
         provided that: (i) the Indemnitee shall have the right to employ his
         counsel in any such Proceeding at the Indemnitee's expense; and (ii) if
         (A) the employment of counsel by the Indemnitee has been previously
         authorized by the Company, (B) the Indemnitee shall have reasonably
         concluded that there may be a conflict of interest between the Company
         and the Indemnitee in the conduct of any such defense or (C) the
         Company shall not, in fact, have employed counsel to assume the defense
         of such Proceeding, the fees and expenses of Indemnitee's counsel shall
         be at the expense of the Company.

         7. Determination of Right to Indemnification.

                  (a) To the extent the Indemnitee has been successful on the
         merits or otherwise in defense of any Proceeding referred to in
         Sections 3(a), 3(b), or 3(c) of this Agreement or in the defense of any
         claim, issue or matter described therein, the Company shall indemnify
         the Indemnitee against Expenses actually and reasonably incurred by
         him/her in connection with the investigation, defense, or appeal
         of such Proceeding.

                                     - 5 -
<PAGE>

                  (b) In the event that Section 7(a) is inapplicable, the
         Company shall also indemnify the Indemnitee unless, and only to the
         extent that, the Company shall prove by clear and convincing evidence
         to a forum listed in Section 8(c) below that the Indemnitee has not met
         the applicable standard of conduct required to entitle the Indemnitee
         to such indemnification.

                  (c) The Indemnitee shall be entitled to select the forum in
         which the validity of the Company's claim under Section 7(b) hereof
         that the Indemnitee is not entitled to indemnification will be heard
         from among the following:

                           (1) A quorum of the Board consisting of directors who
                  are not parties to the proceeding for which indemnification is
                  being sought;

                           (2) The shareholders of the Company;

                           (3) Legal counsel selected by the Indemnitee, and
                  reasonably approved by the Board, which counsel shall make
                  such determination in a written opinion; or

                           (4) A panel of three arbitrators, one of whom is
                  selected by the Company, another of whom is selected by the
                  Indemnitee and the last of whom is selected by the first two
                  arbitrators so selected.

                  (d) As soon as practicable, and in no event later than 30 days
         after written notice of the Indemnitee's choice of forum pursuant to
         Section 7(c) above, the Company shall, at its own expense, submit to
         the selected forum in such manner as the Indemnitee or the Indemnitee's
         counsel may reasonably request, its claim that the Indemnitee is not
         entitled to indemnification; and the Company shall act in the utmost
         good faith, to assure the Indemnitee a complete opportunity to defend
         against such claim.

                  (e) If the forum listed in Section 7(c) hereof selected by
         Indemnitee determines that Indemnitee is entitled to indemnification
         with respect to a specific Proceeding, such determination shall be
         final and binding on the Company. If the forum listed in Section 7(c)
         hereof selected by Indemnitee determines that Indemnitee is not
         entitled to indemnification with respect to a specific Proceeding, the
         Indemnitee shall have the right to apply to the court in which that
         Proceeding is or was pending or any other court of competent
         jurisdiction, for the purpose of enforcing the Indemnitee's right to
         indemnification pursuant to this Agreement.

                  (f) Notwithstanding any other provision in this Agreement to
         the contrary, the Company shall indemnify the Indemnitee against all
         Expenses incurred by the Indemnitee in connection with any Proceeding
         under this Section 7 involving the Indemnitee and against all Expenses
         incurred by the Indemnitee in connection with any other Proceeding
         between the Company and the Indemnitee involving the interpretation or
         enforcement of the rights of the Indemnitee under this Agreement unless
         a court of competent jurisdiction

                                     - 6 -
<PAGE>

         finds that each of the claims and/or defenses of the Indemnitee in any
         such Proceeding was frivolous or made in bad faith.

         8. Limitation of Actions and Release of Claims. No Proceeding shall be
brought and no cause of action shall be asserted by or on behalf of the Company
or any Subsidiary against the Indemnitee, Indemnitee's spouse, heirs, estate,
executors or administrators after the expiration of one year from the act or
omission of the Indemnitee upon which such Proceeding is based; however, in a
case where the Indemnitee fraudulently conceals the facts underlying such cause
of action, no Proceeding shall be brought and no cause of action shall be
asserted after the expiration of one year from the earlier of: (i) the date the
Company or any Subsidiary of the Company discovers such facts; or (ii) the date
the Company or any Subsidiary of the Company could have discovered such facts by
the exercise of reasonable diligence. Any claim or cause of action of the
Company or any Subsidiary of the Company, including claims predicated upon the
negligent act or omission of the Indemnitee, shall be extinguished and deemed
released unless asserted by filing of a legal action within such period. This
Section 8 shall not apply to any cause of action which has accrued on the date
hereof and of which the Indemnitee is aware on the date hereof, but as to which
the Company has no actual knowledge apart from the Indemnitee's knowledge.

         9. Exceptions. Any other provisions herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

                  (a) Claims Initiated by Indemnitee. To indemnify or advance
         expenses to the Indemnitee with respect to Proceedings or claims
         initiated or brought voluntarily by the Indemnitee and not by way of
         defense, except with respect to Proceedings brought to establish or
         enforce a right to indemnification under this Agreement or any other
         statute or law or otherwise as required under Section 317 but such
         indemnification or advancement of Expenses may be provided by the
         Company in specific cases if the Board of Directors finds it to be
         appropriate; or

                  (b) Lack of Good Faith. To indemnify the Indemnitee for any
         Expenses incurred by the Indemnitee with respect to any Proceeding
         instituted by the Indemnitee to enforce or interpret this Agreement, if
         a court of competent jurisdiction determines that each of the material
         assertions made by the Indemnitee in such Proceeding was made in bad
         faith or was frivolous; or

                  (c) Unauthorized Settlements. To indemnify the Indemnitee
         under this Agreement for any amounts paid in settlement of a Proceeding
         effected within seven calendar days after delivery by the Indemnitee
         to the Company of the notice provided for in Section 6(a) hereof,
         unless the Company consents to such settlement.

         10. Non-exclusivity. The provisions for indemnification and advancement
of Expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which the Indemnitee may have under any provision of law, the
Company's Articles of Incorporation or Bylaws, the vote of the Company's
shareholders or disinterested directors, other agreement, or

                                     - 7 -
<PAGE>

otherwise, both as to action in Indemnitee's official capacity and to action in
another capacity while occupying the position as an Agent of the Company, and
the Indemnitee's rights hereunder shall continue after the Indemnitee has
ceased acting as an Agent of the Company and shall inure to the benefit of the
heirs, executors and administrators of the Indemnitee.

         11. Interpretation of Agreement. It is understood that the parties
hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent now or hereafter
permitted by law.

         12. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of the
Agreement (including without limitation all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and to give
effect to Section 11 hereof.

         13. Modification and Waiver. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

         14. Successors and Assigns. The terms of this Agreement shall bind, and
shall inure to the benefit of, the successors and assigns of the parties hereto.

         15. Notice. All notices, requests, demand and other communications
under this Agreement shall be in writing and shall be deemed duly given: (i) if
delivered by hand and receipted for by the party addressee; or (ii) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the mailing date. Address for notice to either party are as shown on the
signature pages of this Agreement, or as subsequently modified by written
notice.

         16. Governing Law. This Agreement shall be governed exclusively by and
construed according to the laws of the State of California, as applied to
contracts between California residents entered into and to be performed entirely
within California.

         17. Consent to Jurisdiction. The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the state and federal courts in the
State of California for all purposes in connection with any action or proceeding
which arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be brought only in the state or federal
courts in the State of California.

                                     - 8 -
<PAGE>

         IN WITNESS WHEREOF the parties hereto have entered into this indemnity
Agreement effective as of the date first above written.

                                  THORATEC CORPORATION

                                  By:  /s/ D. Keith Grossman
                                       --------------------------------
                                           D. Keith Grossman

                                  Its: President and Chief Executive Officer

                                  INDEMNITEE:

                                  /s/ M. Wayne Boylston
                                  -------------------------------------
                                  M. Wayne Boylston

                                     - 9 -
<PAGE>

                                                     [THORATEC CORPORATION LOGO]

                      EMPLOYEE CONFIDENTIAL INFORMATION AND
                              INVENTIONS AGREEMENT

         In partial consideration and as a condition of my employment or
continued employment with Thoratec Corporation, a California corporation (which
together with any parent, subsidiary, affiliate, or successor is hereinafter
referred to as the "Company" or "Thoratec"), and effective as of the date that
my employment with the Company first commenced, I hereby agree as follows:

         1. NONCOMPETITION

                  During my employment with the Company, I will perform for the
Company such duties as it may designate from time to time and will devote my
full time and best efforts to the business of the Company and will not, without
the prior written approval of (i) an officer of the Company if I am not an
executive officer of the Company or (ii) the Board of Directors of the Company
if I am an executive officer of the Company, (a) engage in any other
professional employment or consulting, or (b) directly or indirectly participate
in or assist any business which is a current or potential supplier, customer, or
competitor of the Company.

         2. THORATEC'S BUSINESS

                  The general line of business of the Company includes but is
not limited to:

                  (i)      development, manufacture and sale of (1) medical
                           equipment, devices, apparatus and instrumentation;
                           (2) specialty polymer and chemicals and configured
                           polymer parts; and (3) high performance textiles and
                           textile products;

                  (ii)     all equipment and items related to the above; and

                  (iii)    all matters which are recorded in the Company's
                           records and notebooks.

         3. CONFIDENTIALITY OBLIGATION

                  I will hold all Thoratec Confidential Information in
confidence and will not disclose, use, copy, publish, summarize, or remove from
Thoratec's premises any Confidential Information, except (a) as necessary to
carry out my assigned responsibilities as a Thoratec employee, and (b) after
termination of my employment, only as specifically authorized in writing by an
officer of Thoratec. "Confidential Information" is all information related to
any aspect of Thoratec's business which is either information not known by
actual or potential competitors of the Company or is proprietary information of
the Company, whether of a technical nature or otherwise. Confidential
Information includes computer programs, computer source code, inventions,
discoveries, ideas, designs, circuits, schematics, formulas, algorithms, trade
secrets,

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secret procedures, works of authorship, developmental or experimental work,
processes, techniques, methods, improvements, know-how, data, financial
information and forecasts product plans, marketing/ sales plans and strategies,
and customer lists.

         4. INFORMATION OF OTHERS

                  I will safeguard and keep confidential the proprietary
information of customers, vendors, consultants, and other parties with which
Thoratec does business to the same extent as if it were Thoratec Confidential
Information. I will not, during my employment with the Company or otherwise, use
or disclose to the Company any confidential, trade secret, or other proprietary
information or material of any previous employer or other person, and I will not
bring onto the Company's premises any unpublished document or any other property
belonging to any former employer without the written consent of that former
employer.

         5. THORATEC PROPERTY

                  All papers, records, data, notes, drawings, files, documents,
samples, devices, products, equipment, and other materials, including copies,
relating to Thoratec's business that I possess or create as a result of my
employment with Thoratec, whether or not confidential, are the sole and
exclusive property of Thoratec. In the event of the termination of my
employment, I will promptly deliver all such materials to Thoratec and will sign
and deliver to the Company the "Termination Certificate" attached hereto as
Exhibit A.

         6. OWNERSHIP OF INVENTIONS

                  All computer programs, computer source code, inventions,
ideas, designs, circuits, schematics, formulas, algorithms, trade secrets, works
of authorship, developments, processes, techniques, improvements, and related
know-how which result from work performed by me, alone or with others, on behalf
of Thoratec or from access to Thoratec Confidential Information or property,
whether or not patentable or copyrightable, (collectively "Inventions") shall be
the property of Thoratec, and, to the extent permitted by law, shall be "works
made for hire." I hereby assign and agree to assign to Thoratec or its designee,
without further consideration, my entire right, title, and interest in and to
all Inventions, other than those described in Paragraph 7 of this Agreement,
including all rights to obtain, register, perfect, and enforce patents,
copyrights, and other intellectual property protection for Inventions. I will
disclose promptly and in writing to the individual designated by Thoratec or to
my immediate supervisor all Inventions which I have made or reduced to practice.
During my employment and for four years after, I will assist Thoratec (at its
expense) to obtain and enforce patents, copyrights, and other forms of
intellectual property protection on Inventions.

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<PAGE>

         7. EXCLUDED INVENTIONS

                  Attached is a list of all inventions, improvements, and
original works of authorship which I desire to exclude from this Agreement, each
of which has been made or reduced to practice by me prior to my employment by
Thoratec. If no list is attached to this Agreement, there are no inventions to
be excluded at the time of my signing of this Agreement. I understand that this
Agreement requires disclosure, but not assignment, of any invention that
qualifies under Section 2870 of the California Labor Code, which reads:

         "Any provision in an employment agreement which provides that an
         employee shall assign or offer to assign any of his or her rights in an
         invention to his or her employer shall not apply to an invention that
         the employee developed entirely on his or her own time without using
         the employer's equipment, supplies, facilities, or trade secret
         information except for those inventions that either:

         (a) relate at the time of conception or reduction to practice of the
         invention to the employer's business or actual or demonstrably
         anticipated research or development of the employer; or

         (b) result from any work performed by the employee for the employer."

         8. PRIOR CONTRACTS

                  I represent that there are no other contracts to assign
inventions that are now in existence between any other person or entity and me.
I further represent that I have no other employments, consultancies, or
undertakings which would restrict or impair my performance of this Agreement.

         9. NON-SOLICITATION

                  During the term of my employment by the Company, and for
twelve (12) months thereafter, I shall not, directly or indirectly, without the
prior written consent of the Company: (i) solicit or induce any employee of the
Company to leave the employ of the Company; (ii) hire for any purpose any
employee of the Company or any former employee who has left the  employment of
the Company within six months of the date of termination of such employee's
employment with the Company; (iii) solicit or accept employment or be retained
by any party who, at any time during the term of my employment, was a client,
consultant, or joint venture partner of the Company if such entity is engaged in
any activity, business or enterprise that is competitive with any significant
part of the business conducted by the Company or its subsidiaries or affiliates
at the time of the termination of my employment or as contemplated to be
conducted by the Company at such time; or (iv) solicit or accept the business of
any client of the Company, in any manner which is competitive (directly or
indirectly) with the Company, its subsidiaries or affiliates or its joint
venture partners.

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<PAGE>

         10. AGREEMENTS WITH THE UNITED STATES GOVERNMENT AND OTHER THIRD
             PARTIES

                  I acknowledge that the Company from time to time may have
agreements with other persons or with the United States Government or agencies
thereof which impose obligations or restrictions on the Company regarding
Inventions made during the course of work under such agreements or regarding the
confidential nature of such work. I agree to be bound by all such obligations or
restrictions and to take all action necessary to discharge the obligations of
the Company thereunder.

         11. NO EMPLOYMENT AGREEMENT

                  I agree that unless specifically provided in another writing
signed by me and an officer of the Company, my employment by the Company is not
for a definite period of time. Rather, my employment relationship with the
Company is one of employment at will and my continued employment is not
obligatory by either myself or the Company.

         12. MISCELLANEOUS

                  12.1 Governing Law

                       This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, excluding those laws that
direct the application of the laws of another jurisdiction.

                  12.2 Enforcement

                       If any provision of this Agreement shall be determined to
be invalid or unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be deemed
valid, and enforceable to the full extent possible.

                  12.3 Injunctive Relief; Consent to Jurisdiction

                       I acknowledge and agree that damages will not be an
adequate remedy in the event of a breach of any of my obligations under this
Agreement. I therefore agree that the Company shall be entitled (without
limitation of any other rights or remedies otherwise available to the Company)
to obtain, without posting bond, specific performance and preliminary and
permanent injunction from any court of competent jurisdiction prohibiting the
continuance or recurrence of any breach of this Agreement. I hereby submit my-
self to the jurisdiction and venue of the courts of the State of California for
purposes of any such action. I further agree that service upon me in any such
action or proceeding may be made by first class mail, certified or registered,
to my address as last appearing on the records of the Company.

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<PAGE>

                  12.4 Arbitration

                       I further agree that the Company, at its option, may
elect to submit any dispute or controversy arising out of this Agreement for
final settlement by arbitration conducted in Alameda County or San Francisco
County in accordance with the then existing rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators shall be
specifically enforceable and may be entered in any court having jurisdiction
thereof.

                 12.5 Attorneys' Fees

                        If any party seeks to enforce its rights under this
Agreement, by legal proceedings or otherwise, the non-prevailing party shall pay
all costs and expenses of the prevailing party.

                 12.6 Binding Effect; Waiver

                        This Agreement shall be binding upon and shall inure to
the benefit of the successors, executors, administrators, heirs,
representatives, and assigns of the parties. The waiver by the Company of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of the same or any other provision hereof.

                 12.7 Headings

                        The Section headings herein are intended for reference
and shall not by themselves determine the construction or interpretation of this
Agreement.

                 12.8 Entire Agreement; Modifications

                        This Employee Confidential Information and Inventions
Agreement contains the entire agreement between the Company and the undersigned
employee concerning the subject matter hereof and supersedes any and all prior
and contemporaneous negotiations, correspondence, understandings, and
agreements, whether oral or written, respecting that subject matter. All
modifications to this Agreement must be in writing and signed by the party
against whom enforcement of such modification is sought.

                  IN WITNESS WHEREOF, I have executed this document as of the
7th day of August, 2001.

                                    /s/ M. Wayne Boylston
                                    -------------------------------------
                                    Employee

RECEIPT ACKNOWLEDGED:

THORATEC CORPORATION

By:
   -----------------------

                                                                    HR-DEC-29-99

        Thoratec Corporation 6035 Stoneridge Drive, Pleasanton, CA 94588
               Tel 510-847-8600 Fax 510-847-8574 www.thoratec.com
<PAGE>

                                   SCHEDULE 7

                     (Excluded Inventions, Improvements, and
                          Original Works of Authorship)

<TABLE>
<CAPTION>
                                         Identifying Number
Title                  Date             Or Brief Description
-----                  ----             --------------------
<S>                    <C>              <C>
</TABLE>

                                                                    HR-DEC-29-99

        Thoratec Corporation 6035 Stoneridge Drive, Pleasanton, CA 94588
               Tel 510-847-8600 Fax 510-847-8574 www.thoratec.com
<PAGE>

                                    EXHIBIT A

                              Thoratec Corporation

                            TERMINATION CERTIFICATION

         This is to certify that I do not have in my possession, nor have I
failed to return, any papers, records, data, notes, drawings, files, documents,
samples, devices, products, equipment, and other materials, including
reproductions of any of the aforementioned items, belonging to Thoratec
Corporation, its subsidiaries, affiliates, successors, or assigns (together, the
"Company").

         I further certify that I have complied with all the terms of the
Company's Confidential Information and Inventions Agreement signed by me,
including the reporting of any inventions and original works of authorship (as
defined therein) conceived or made by me (solely or jointly with others) covered
by that agreement.

         I further agree that, in compliance with the Confidential Information
and Inventions Agreement, I will hold in confidence and will not disclose, use,
copy, publish, or summarize any Confidential Information (as defined in the
Company's Confidential Information and Inventions Agreement) of the Company or
of any of its customers, vendors, consultants, and other parties with which it
does business.

Date: ___________________

                                               ______________________________
                                                    Employee's Signature

                                               ______________________________
                                                 Type/Print Employee's Name

California Labor Code Section 2870. Application of provision providing that
employee shall assign or offer to assign rights in invention to employer.

(a)      Any provision in an employment agreement which provides that an
         employee shall assign, or offer to assign, any of his or her rights in
         an invention to his or her employer shall not apply to an invention
         that the employee developed entirely on his or her own time without
         using the employer's equipment, supplies, facilities, or trade secret
         information except for those inventions that either:

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         (1)      Relate at the time of conception or reduction to practice of
                  the invention to the employer's business, or actual or
                  demonstrably anticipated research or development of the
                  employer; or

         (2)      Result from any work performed by the employee for the
                  employer.

(b)      To the extent a provision in an employment agreement purports to
         require an employee to assign an invention otherwise excluded from
         being required to be assigned under subdivision (a), the provision is
         against the public policy of this state and is unenforceable.

Added Stats 1979 ch 1001 Section 1; Amended Stats 1986 ch 346 Section 1.

                                                                    HR-DEC-29-99

        Thoratec Corporation 6035 Stoneridge Drive, Pleasanton, CA 94588
               Tel 510-847-8600 Fax 510-847-8574 www.thoratec.com

</TEXT>
</DOCUMENT>
