0001362310-08-007938 Sample Contracts

Mr David J McIntyre 3734 E Coquina Way Weston FL USA 33332 Dear David:
HeartWare International, Inc. • December 5th, 2008 • Surgical & medical instruments & apparatus • Florida

In light of the fact that changes need to be made to your existing employment letter agreement in order to ensure compliance with Section 409A of the Internal Revenue Code of 1986, and to update the terms of your employment to reflect HeartWare, Inc.’s (the “Company”) current employment practices, we set forth below the terms and conditions of your continuing employment with us:

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Mr James F. Schuermann 83 Woodland Street South Natick, MA USA 01760 Dear Jim:
HeartWare International, Inc. • December 5th, 2008 • Surgical & medical instruments & apparatus • Massachusetts

In light of the fact that changes need to be made to your existing employment letter agreement in order to ensure compliance with Section 409A of the Internal Revenue Code of 1986, and to update the terms of your employment to reflect HeartWare, Inc.’s (the “Company”) current employment practices, we set forth below the terms and conditions of your continuing employment with us:

PROPRIETARY INFORMATION, CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT
And Inventions Assignment Agreement • December 5th, 2008 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Massachusetts

The undersigned, _____, in consideration of and as a condition of my engagement as an employee of HeartWare Inc., a Delaware corporation (the “Company”), does hereby agree with the Company as follows:

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