**Exhibit 10.41**

CAMBRIDGE HEART, INC. 

Nonstatutory Stock Option Agreement 

For Non-Employee Directors 

Granted Under2001 Stock Incentive Plan 

 

This agreement evidences the grant by CambridgeHeart, Inc., a Delaware corporation (the “Company”), on                      (the “Grant Date”) to                    , (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in theCompany’s 2001 Stock Incentive Plan (the “Plan”), a total of                      shares (the “Shares”) of common stock,$.001 par value per share, of the Company (“Common Stock”) at $             per Share (the “Option”). Unless earlier terminated, this Option shall expire on                     (the “Final Exercise Date”). 

It is intended that the Option evidenced by this agreement shall be a “Nonstatutory Stock Option” as defined in the Plan. Except as otherwise indicated by the context, the term “Participant”, as used in this Option,shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. 

 

(a) General. This Optionwill become exercisable (“vest”)                     . 

(b) Acceleration Upon Change in Control. Notwithstanding the foregoing, this Option will immediately vest in full in the event a Change in Control (as defined in Section 7) of the Company occurs.

(c) Cumulative Right of Exercise. The right to exercise the Option shall be cumulative so that to the extent the Option is notexercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this Optionunder Section 3 hereof or the Plan. 

 

(a) Form of Exercise.Each election to exercise this Option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant maypurchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share. 

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this Option may not be exercised unless the Participant, at the time he 

or she exercises this Option, is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, theCompany or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”). 

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this Option shallterminate three months after such cessation (but in no event after the Final Exercise Date), provided that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the date of suchcessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreementbetween the Participant and the Company, the right to exercise this Option shall terminate immediately upon such violation. 

(d)Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company hasnot terminated such relationship for “cause” as specified in paragraph (e) below, this Option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or inthe case of death by an authorized transferee), provided that this Option shall be exercisable only to the extent that this Option was exercisable by the Participant on the date of his or her death or disability, and further provided thatthis Option shall not be exercisable after the Final Exercise Date. 

(e) Discharge for Cause. If the Participant, prior to the FinalExercise Date, is discharged by the Company for “Cause” (as defined below), the right to exercise this Option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by theParticipant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for “Cause” if theCompany determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

 
4.Withholding. 
No Shares will be issued pursuant to the exercise ofthis Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this Option. 

 
5.Nontransferability of Option. 
This Option may not be sold,assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this Option shall beexercisable only by the Participant. 

 

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6.Provisions of the Plan. 
This Option is subject to the provisionsof the Plan, a copy of which is furnished to the Participant with this Option. 

 
7.Change in Control. 
As used in Section 2 above, the term“Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (c) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but isspecifically exempted from another such subsection): 

(a) The acquisition by an individual, entity or group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Personbeneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined votingpower of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), thefollowing acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company or (iii) any acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or 

(b) Such time as the Continuing Directors (as defined below) donot constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (i) who was a member of theBoard on the date of the execution of this Agreement or (ii) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose electionto the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or 

(c) The consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of theCompany (a “Business Combination”), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of Common Stock and the combined voting power of the then-outstanding securities entitledto vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of theOutstanding Company Common Stock and Outstanding Company Voting Securities, respectively. 

 

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IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly authorizedofficer. This Option shall take effect as a sealed instrument. 

 
      CAMBRIDGE HEART, INC.Dated: 
 
  By: 
 
   Name:    Title: 
 

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PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2001 Stock Incentive Plan. 

 
PARTICIPANT:
 
Address: 
 
 
 
 
 

 

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**NOTICE OF STOCK OPTION EXERCISE**

Date:                     

Cambridge Heart, Inc. 

100 Ames Pond Road 

Tewksbury, MA 01876 

Attention:  Treasurer 

Dear Sir or Madam: 

I am the holder of a Nonstatutory Stock Option granted to me under the Cambridge Heart, Inc. (the“Company”) 2001 Stock Incentive Plan on                      for the purchase of                     shares of Common Stock of the Company at a purchase price of$             per share. 

I hereby exercise my Option to purchase                     shares of Common Stock (the “Shares”), for which I have enclosed                     in the amount of                    . Please register my stock certificate as follows: 

 
 Name(s): 
 
  
 
 Address: 
 
  
 
  
 
 Tax I.D. #: 
 

 
Very truly yours,
 
(Signature)
 

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