INDENTUREIndenture • August 12th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
BACKGROUNDLease Agreement • July 30th, 1997 • Thoratec Laboratories Corp • Surgical & medical instruments & apparatus
1 EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT 4,500,000 SHARES THORATEC LABORATORIES CORPORATIONUnderwriting Agreement • March 17th, 2000 • Thoratec Laboratories Corp • Electromedical & electrotherapeutic apparatus • New York
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...Separation Agreement • December 20th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
AGREEMENTPledge Agreement • August 12th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of December 6, 2001, by and between THORATEC CORPORATION, a California corporation (the "Company"), and D. Keith Grossman...Employment Agreement • March 15th, 2002 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
AMENDMENT NO. 2 TO SUBLEASE AGREEMENTSublease Agreement • March 20th, 2003 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of December 6, 2001, by and between THORATEC CORPORATION, a California corporation (the "Company"), and D. Keith Grossman ("Employee")....Employment Agreement • January 24th, 2002 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
RECITALSConsulting Services Agreement • December 20th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
By and BetweenCredit Agreement • March 24th, 1999 • Thoratec Laboratories Corp • Surgical & medical instruments & apparatus • California
BETWEENRights Agreement • May 3rd, 2002 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENT 8,000,000 SHARES THORATEC CORPORATIONUnderwriting Agreement • January 24th, 2002 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN DIAMETRICS MEDICAL, INC.Asset Purchase Agreement • July 21st, 2003 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • Delaware
BACKGROUNDLease Agreement • November 12th, 1997 • Thoratec Laboratories Corp • Surgical & medical instruments & apparatus
MEMORANDUM To: Vic Poirier From: Anne Pol Date: 12/21/00 Re: Revision to 7/18/00 Addendum to the Transaction Agreement dated 2/18/00 In addition to the guaranteed $300,000 minimum transaction bonus referred to in the 7/18/00 addendum, you will be...Transaction Agreement • December 29th, 2000 • Thoratec Laboratories Corp • Electromedical & electrotherapeutic apparatus
1 EXHIBIT 1.1 THORATEC LABORATORIES CORPORATION 2,000,000 SHARES OF COMMON STOCK, NO PAR VALUE PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 9th, 1997 • Thoratec Laboratories Corp • Surgical & medical instruments & apparatus • New York
WITNESSETH:Lease • May 13th, 2003 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
Exhibit A AMENDED AND RESTATED THORATEC CORPORATION RESTRICTED STOCK GRANT AGREEMENT This Amended and Restated Thoratec Corporation Restricted Stock Grant Agreement ("Agreement") amends and restates the Restricted Stock Grant Agreement (the "Existing...Restricted Stock Grant Agreement • December 20th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 4.3Control Agreement • August 12th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
CREDIT AGREEMENT dated as of December 19, 2011 among THORATEC CORPORATION, as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • December 22nd, 2011 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT is dated as of December 19, 2011 and entered into by and among THORATEC CORPORATION, a California corporation (“Borrower”), THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (in such capacity, “Administrative Agent”).
1 EXHIBIT 10.3 [THERMO ELECTRON LOGO] MEMORANDUM To: Mike Kleine From: Anne Pol Date: 12/21/00 Re: Revision to 7/18/00 Addendum to the Transaction Agreement dated 2/18/00 This is an update to my memo dated 7/18/00 to reflect the change in your minimum...Transaction Agreement • December 29th, 2000 • Thoratec Laboratories Corp • Electromedical & electrotherapeutic apparatus
SEPARATION BENEFITS AGREEMENTSeparation Benefits Agreement • February 19th, 2015 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
THIS SEPARATION BENEFITS AGREEMENT is made as of this 13th day of October (this “Agreement”), by and between THORATEC CORPORATION, a California corporation (the “Company”), and Niamh Pellegrini (the “Executive”) and is intended to supersede any and all separation benefits plans, offer letters or understandings previously entered into between Executive and the Company with respect to such benefits (collectively, the “Original Separation Benefits Agreements”).
RECITALSGrantor Trust Agreement • March 17th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • North Carolina
RECITALSDistribution Agreement • March 24th, 1999 • Thoratec Laboratories Corp • Surgical & medical instruments & apparatus • California
BETWEENRegistration Rights Agreement • August 12th, 2004 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600Agreement and Plan of Merger • July 29th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus
Re: Agreement and Plan of Merger by and among HeartWare International, Inc., Thoratec Corporation, Thomas Merger Sub I, Inc. and Thomas Merger Sub II, Inc., dated as of February 12, 2009
WITNESSETHSeparation Benefits Agreement • March 16th, 2005 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
STOCK PURCHASE AGREEMENT by and between THORATEC CORPORATION and ITC NEXUS HOLDING COMPANY, INC. Dated as of November 4, 2010Stock Purchase Agreement • November 4th, 2010 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 4, 2010, is by and between Thoratec Corporation, a California corporation (“Seller”), and ITC Nexus Holding Company, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are each a “Party” and collectively, the “Parties”.
AGREEMENT AND PLAN OF MERGER among SJM International, Inc., Spyder Merger Corporation, St. Jude Medical, Inc., and Thoratec Corporation Dated as of July 21, 2015Merger Agreement • July 22nd, 2015 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2015 (this “Agreement”), is entered into by and among SJM International, Inc., a Delaware corporation (“Parent”), Spyder Merger Corporation, a California corporation and a wholly-owned Subsidiary of Parent (the “Merger Sub”), and Thoratec Corporation, a California corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement. St. Jude Medical, Inc., a Minnesota corporation (“Ultimate Parent”), is a party to this Agreement solely with respect to the performance of its obligations under Section 2.2(g), Section 2.4, Section 4.7, Section 5.8, Section 5.15 and Section 8.16.
AMENDED AND RESTATED SEPARATION BENEFITS AGREEMENTSeparation Benefits Agreement • April 27th, 2007 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
THIS AMENDED AND RESTATED SEPARATION BENEFITS AGREEMENT is made this 23rd day of April, 2007 (this “Agreement”), by and between THORATEC CORPORATION, a California corporation (the “Company”), and David V. Smith (the “Executive”) and is intended to amend and restate any and all separation benefits agreements, offer letters or understandings previously entered into between Executive and the Company with respect to such benefits (“the Original Separation Benefits Agreement”).
28,000,000 LOAN AGREEMENT dated as of February 12, 2009 among HEARTWARE INTERNATIONAL, INC. as Borrower and ALL OF THE SUBSIDIARIES OF HEARTWARE INTERNATIONAL, INC. as Guarantors and THORATEC CORPORATION as LenderLoan Agreement • February 13th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
This LOAN AGREEMENT is dated as of February 12, 2009 (this “Agreement”), among HEARTWARE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the GUARANTORS (as defined herein) from time to time party hereto and THORATEC CORPORATION, a California corporation (the “Lender”).
Employment AgreementEmployment Agreement • September 22nd, 2014 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”), dated as of September 21, 2014 (the “Effective Date”), is made by and between Thoratec Corporation, a California corporation (the “Company”), and Keith Grossman (the “Executive”) (collectively referred to herein as the “Parties”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • February 20th, 2013 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
This Transition and Separation Agreement (the “Agreement”) is made by and between Roxanne Oulman (“Executive”) and Thoratec Corporation, a California corporation (the “Company”), effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
Employment AgreementEmployment Agreement • August 19th, 2005 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of August 15, 2005 (“Effective Date”), by and between THORATEC CORPORATION, a California corporation (the “Company”), and Lawrence Cohen (“Employee”).
INVESTOR’S RIGHTS AGREEMENT between THORATEC CORPORATION and HEARTWARE INTERNATIONAL, INC. Dated as of February 12, 2009Investor's Rights Agreement • February 13th, 2009 • Thoratec Corp • Electromedical & electrotherapeutic apparatus • New York
INVESTOR’S RIGHTS AGREEMENT, dated as of February 12, 2009 (this “Agreement”), by and among HEARTWARE INTERNATIONAL, INC., a Delaware corporation (the “Company”), and THORATEC CORPORATION, a California corporation (the “Investor”).
