This Code of Ethics is
promulgated by the Board of Directors under section 406 of the Sarbanes
Oxley Act of 2002 and the rules of the Securities and Exchange Commission
("SEC") promulgated thereunder and applies to all employees,
officers and directors of Thoratec Corporation
and its subsidiaries (collectively, the "Company"). It contains
standards reasonably necessary to promote: honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; full, fair, accurate,
timely, and understandable disclosure in the periodic reports required to
be filed by the Company and in other public communications; and compliance
with applicable governmental laws, rules and regulations.
- Act with honesty and
integrity, avoiding actual or apparent conflicts of interest in
personal and professional relationships. You should recognize that
even the appearance of a conflict of interest can damage the Company.
A conflict of interest may exist because of a relationship of yours or
of a family member that is inconsistent with the Company's best
interests or could cause a conflict with your ability to perform your job
- Report to the appropriate
Compliance Officer any transaction that reasonably could be expected
to give rise to a conflict of interest.
- Produce, or cause to be produced,
full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Company files with or submits to the SEC and in
other public communications.
- Comply with applicable
governmental laws, rules and regulations.
- Promptly report any
violation of this Code of Ethics to the appropriate Compliance Officer.
- Promote ethical behavior by
other Company officers and employees involved in financial reporting.
For the purposes of this Code of
Ethics, the appropriate Compliance Officer for reporting by a senior
financial officer (Chief Executive Officer, Chief Financial Officer,
President of any division or subsidiary and Vice President of Finance),
other executive officer, the General Counsel or a member of the Board of
Directors, shall be the Chairman of the Audit Committee, or in the case of
a report by the Chairman of the Audit Committee, the Chairman of the
Nominating and Corporate Governance Committee. The appropriate Compliance
Officer for all other employees of the Company shall be the General
The Company reserves the right
to determine when actual or potential conflicts of interest exist, and then
to take any action, which in the sole judgment of the Company, is needed to
prevent the conflict from continuing.
You will be held accountable for
your adherence to this Code of Ethics. Your failure to observe the terms of
this Code of Ethics may result in disciplinary action, up to and including
immediate termination of your employment.
Any request by you for a waiver
of any provision of this Code of Ethics must be in writing and addressed to
the appropriate Compliance Officer.
With regard to senior financial
officers, other executive officers and members of the Board of Directors,
the Board of Directors will have the sole and absolute discretionary authority
to approve any waiver from this Code of Ethics. Any waiver for this Code of
Ethics for executive officers or members of the Board of Directors will be
disclosed promptly on Form 8-K or any other means approved by applicable
SEC rules or listing standards.
Nothing contained in this Code
of Ethics is intended by the Company to be, nor shall it be construed as,
an employment agreement.
You will not be subject to any
disciplinary or retaliatory action for reporting a violation or potential
violation of this Code of Ethics in good faith, unless it is your own.
However, making known false or malicious reports will not be tolerated, and
you will be subject to appropriate disciplinary action if you file such
No representation is expressed
or implied that the policies and standards stated in this Code of Ethics
are all of the Company's relevant policies and standards, or that they are
a comprehensive, full or complete explanation of the laws or standards of
conduct that are applicable to you or the Company. You have a continuing
obligation to familiarize yourself with applicable law and Company policy.