Thoratec Inactive 10-K2012 FY Annual report

Filed: 20 Feb 13, 12:00am

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Removed: accelerate, acquirer, acquiring, adjacent, advance, aggressively, apportionment, authorize, broadening, cannibalization, capable, challenge, challenging, cohort, combining, commence, consecutive, contrast, deposited, disobey, District, driver, element, eliminating, enabling, enrolled, entitle, escrow, extinguishing, FASB, FTC, functionality, Hope, IIIB, incorrect, informed, initially, invasively, issuing, leaving, leverage, lifestyle, mail, miniature, minimize, mutually, nominal, opined, partial, pill, poison, POS, proscribed, proven, randomized, repaid, resume, reversed, royalty, seeking, ship, tender, unknown, unlawfully, unprecedented, unvested, utilized, Ventracor, wearable, WorldHeart

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Exhibit 10.12

Board Compensation

All non-employee directors will receive a $50,000 annual retainer. Each member of the Audit Committee, other than the Chairperson, will receive a $10,000 annual retainer. Each member of the Compensation Committee, other than the Chairperson, will receive a $7,500 annual retainer. Each member of the Corporate Governance and Nominating Committee, other than the Chairperson, will receive a $5,000 annual retainer. In addition to the annual Board retainer, the Chairperson of the Board will receive a $50,000 annual retainer. In lieu of the annual Audit Committee retainer, the Chairperson of the Audit Committee will receive a $20,000 annual retainer; in lieu of the annual Compensation Committee retainer, the Chairperson of the Compensation Committee will receive a $15,000 annual retainer; and in lieu of the Corporate Governance and Nominating Committee retainer, the Chairperson of the Corporate Governance and Nominating Committee will receive an $10,000 annual retainer. Non-employee directors do not receive any additional compensation for actions by unanimous written consent of the Board or any of the committees.