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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

AMENDMENT NO. 1





(Mark One)



|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009

or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
            to

Commission file number 0-20991





CAMBRIDGE
HEART, INC.

(Exact Name of Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 13-3679946                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|100 Ames Pond Road, Tewksbury, MA                              |  | 01876                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(978)
654-7600

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Title of class





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     ̈   Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.     ̈   Yes    x  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes   x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.     ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.



|                                                                                                                              |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                                                                                                                             
|Large accelerated filer   ̈        
 Accelerated filer   ̈        Non-accelerated filer   ̈    
    Smaller reporting company  x

Indicate by check mark whether the registrant is a shell
company     ̈  Yes    x  No

The aggregate market value of the common stock held by non-affiliates of the registrant was $5,705,827 computed by reference to the last
reported sale price of the common stock on the OTC Bulletin Board on June 30, 2009.

As of March 31, 2010, 64,904,955
shares of the registrants common stock were outstanding.











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##### Table of Contents

CAMBRIDGE HEART, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K/A

AMENDMENT NO. 1

Securities and Exchange Commission

Item Number and Description



|             |  |                                                                                                |  |     
|------------ |  | ---------------------------------------------------------------------------------------------- |  | ----
|             |  |                                                                                                |  | Page
|PART III    
|Item 10      |  | Directors, Executive Officers and Corporate Governance                                         |  | 1   
|Item 11      |  | Executive Compensation                                                                         |  | 3   
|Item 12      |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |  | 10  
|Item 13      |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 14  
|Item 14      |  | Principal Accountant Fees and Services                                                         |  | 16  
|            
|PART IV     
|Item 15      |  | Exhibits and Financial Statement Schedules                                                     |  | 18  
|             | 
|Signatures   |  | 19                                                                                            
|             | 
|Exhibit 31.1 |  |                                                                                               
|Exhibit 31.2 |  |                                                                                               

EXPLANATORY NOTE

Cambridge Heart, Inc. (Cambridge Heart or the Company) is filing this Amendment No. 1 to its Annual Report
on Form 10-K, originally filed with the Securities and Exchange Commission on March 31, 2010 (the Initial Filing), solely for the purpose of amending and supplementing Part III of the Annual Report on Form 10-K. This amendment
changes our Annual Report by including information required by Part III (Items 10, 11, 12, 13 and 14).

Pursuant to Rule
12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company has filed the certificates required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act as Exhibits 31.1 and 31.2.

Except as contained herein, this Amendment No. 1 does not modify or update disclosures contained in the Initial Filing. This
Amendment No. 1 should be read in conjunction with the Companys other filings made with the Securities and Exchange Commission subsequent to the date of the Initial Filing.



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##### Table of Contents

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Background of Directors and Executive Officers

Set forth below are the name and age of each of our current directors and the positions held by him with us, his principal occupation and
business experience during the last five years, the names of other publicly held companies of which he serves or has served as a director in the previous five years, the year of the commencement of his term as a director and the specific experience,
qualifications, attributes and skills that contributed to the decision of the Board of Directors to nominate him for election as a director. Information concerning the background of our executive officers is included in Part I, Item 3A of this
Annual Report on Form 10-K. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer.



|                  |  |                    
|----------------- |  | -------------------
|RODERICK DE GREEF |  | Director since 2008
|                  |  | Age: 49            

Mr. de
Greef has been Chairman of the Board of the Company since November 2008. During the same period, Mr. de Greef has been employed by the Company to work with the Companys Chief Executive Officer and the Board of Directors to formulate the
strategic plan of the Company and to oversee the execution of corporate strategy. In addition to serving as the Companys Chairman of the Board, Mr. de Greef provides corporate advisory services to several other companies. Mr. de
Greef served as the Companys Chief Financial Officer from October 2005 to July 2007 and as the Companys Vice President of Finance and Administration from June 2006 to July 2007. From February 2001 to September 2005, Mr. de Greef was
Executive Vice President and Chief Financial Officer of Cardiac Science, Inc., which merged with Quinton Cardiology, Inc. From 1995 to 2001, Mr. de Greef provided independent corporate advisory services to a number of early-stage companies.
From 1986 to 1995, Mr. de Greef served as Chief Financial Officer of several publicly held, development stage medical technology companies. Mr. de Greef is a member of the board of directors of Endologix, Inc. and Bio Life Solutions Inc.,
both of which are in the life sciences field, and Elephant Talk Communications, Inc. Mr. de Greef has a B.A. in Economics and International Relations from California State University at San Francisco and earned his M.B.A. from the University of
Oregon. Mr. de Greefs extensive business, managerial, executive and leadership experience in the medical device industry, including service on the boards of directors and as an executive officer of other public companies, as well as his
position as Chairman of the Board and right to be nominated to the Board under the terms of his employment agreement, were among the factors considered by the Board of Directors in determining that Mr. de Greef should be nominated for election
as a director.



|                         |  |                    
|------------------------ |  | -------------------
|ALI HAGHIGHI-MOOD, Ph.D. |  | Director since 2007
|                         |  | Age: 50            

Dr. Haghighi-Mood has been the President and Chief Executive Officer of the Company since December 2007. From December 2006 to
December 2007, Dr. Haghighi-Mood served as the Companys Executive Vice President, Chief Operating Officer and Chief Technology Officer. From July 2003 to December 2006, Dr. Haghighi-Mood served as the Companys Vice President,
Operations, Research and Development. From January 2002 to July 2003, he served as the Companys Director of Research and has worked in the Companys research and development department since January 1997. Dr. Haghighi-Mood holds B.S.
and M.S. degrees in Electrical Engineering from the University of Tehran and a Ph.D. degree in Biomedical Engineering from the University of Sussex. Dr. Haghighi-Moods long history with and extensive knowledge of the technology and
operations of the Company, as well as his position as President and Chief Executive Officer and right to be nominated to the Board under the terms of his employment agreement, were among the factors considered by the Board of Directors in
determining that Dr. Haghighi-Mood should be nominated for election as a director.



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|               |  |                    
|-------------- |  | -------------------
|PAUL MCCORMICK |  | Director since 2009
|               |  | Age: 57            

Mr. McCormick currently serves as the Executive Chairman of Cardiogenesis, Inc. From April 2007 until July 2009, Mr. McCormick
served as Chairman of the Board of Cardiogenesis, Inc. Mr. McCormick was a member of the executive management team of Endologix, Inc. from 1998 until 2008, most recently serving as President and Chief Executive Officer from January 2003 until
May 2008. He served as a director of Endologix from February 2002 until May 2010. Mr. McCormick also serves as a director of Cianna Medical, Inc. Mr. McCormick holds a B.A. in Economics from Northwestern University and an Executive Sales
and Marketing certification from Columbia University. Mr. McCormicks extensive executive, sales and marketing experience in the medical device industry were among the factors considered by the Board of Directors in determining that
Mr. McCormick should be nominated for election as a director.



|                |  |                    
|--------------- |  | -------------------
|JOHN F. MCGUIRE |  | Director since 2007
|                |  | Age: 63            

Mr. McGuire is retired. From 2004 to 2007, he was President and Chief Executive Officer of the American Red Cross. Between 2003 and
2004, Mr. McGuire served as an Executive Vice President at the American Red Cross. Prior to joining the American Red Cross, Mr. McGuire was President of Whatman North America, an international leader in separations technology and provider
of materials and devices to laboratory and healthcare markets. Previously, he served as President, Chief Executive Officer and a director of HemaSure, Inc., a publicly-traded blood filtration company. In addition, Mr. McGuire has held prominent
positions for over 22 years in the field of biomedical technology. Mr. McGuire holds an MBA from Harvard University. Mr. McGuires substantial experience as an executive officer at numerous public companies, his prior leadership of
the American Red Cross Blood Program, and his qualification as an audit committee financial expert were among the factors considered by the Board of Directors in determining that Mr. McGuire should be nominated for election as a director.



|                |  |                    
|--------------- |  | -------------------
|JEFFREY WIGGINS |  | Director since 2008
|                |  | Age: 54            

Mr. Wiggins is a former Principal of Dresdner RCM Capital Management, where he was responsible for in excess of $4 billion dollars
in health care related investments. Mr. Wiggins joined Dresdner RCM in 1993 and became a Principal in 1997. While there, he started and managed several portfolios, advised other managers in their health care holdings, and initiated two public
mutual funds. Prior to that time, Mr. Wiggins managed a derivative-based hedge fund portfolio investing in biotechnology, medical technology, pharmaceuticals, and health care services at OConnor & Associates. Mr. Wiggins
holds a B.A. from Hope College, with majors in Biology and Chemistry, Masters degrees from Northwestern University in Music and Management, and an M.F.A. from Vermont College. Mr. Wiggins business and investment experience in
biotechnology, life sciences and other industries, as well as his qualification as an audit committee financial expert, were among the factors considered by the Board of Directors in determining that Mr. Wiggins should be nominated for election
as a director.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our directors, executive
officers and holders of more than 10% of our Common Stock (Reporting Persons) to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our Common Stock and other equity
securities. Based solely on its review of copies of reports filed by the Reporting Persons furnished to us, or written representations from Reporting Persons, we believe that, during the fiscal year ended December 31, 2008, the Reporting
Persons complied with all Section 16(a) filing requirements.



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Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code on our website, which is located at www.cambridgeheart.com. In
addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the code.

Audit Committee

The
Board of Directors has established a standing Audit Committee of the Board of Directors, which operates under a charter that has been approved by the Board. A current copy of the charter of the Audit Committee is posted on the Corporate Governance
section of our website, www.cambridgeheart.com. The members of the Audit Committee are Mr. McGuire (Chairman), Mr. McCormick and Mr. Wiggins. The Board of Directors has determined that Mr. McGuire and Mr. Wiggins are
audit committee financial experts as defined in Item 407(d) of Regulation S-K. The Board of Directors has determined that all members of the Audit Committee are independent as determined under Rule 10A-3 promulgated under the
Exchange Act and as defined by the rules of The Nasdaq Stock Market.



|Item 11. | Executive Compensation
|-------- | ----------------------

The following table sets forth information for the fiscal years ended December 31, 2008 and 2009 concerning the compensation paid to
each person serving as the Companys Chief Executive Officer or acting in a similar capacity during the last completed fiscal year and the Companys Chief Financial Officer (the Named Executive Officers). No other executive
officer of the Company received total compensation in excess of $100,000 during the fiscal year ended December 31, 2009.

Summary Compensation Table For 2008 and 2009



|                                                                  |  |      |  |           |  |                   |  |                                        |  |                          |     |  |          
|----------------------------------------------------------------- |  | ---- |  | --------- |  | ----------------- |  | -------------------------------------- |  | ------------------------ | --- |  | ---------
|Name and Principal Position                                       |  | Year |  | Salary($) |  | OptionAward($)(1) |  | Non-EquityIncentiveCompensation
($)(2) |  | All OtherCompensation($) |     |  | Total($) 
|Ali Haghighi-Mood                                                 |  | 2009 |  | 275,000   |  | 1,032,545         |  | 77,000                                 |  |                         |     |  | 1,384,545
|President and Chief Executive Officer                             |  | 2008 |  | 275,000   |  | 1,091,939         |  |                                       |  |                         |     |  | 1,366,939
|                                                                  |  |      |  |           |  |                  
|Vincenzo LiCausi                                                  |  | 2009 |  | 155,000   |  | 245,958           |  | 26,040                                 |  |                         |     |  | 426,998  
|Vice President Finance andAdministration, Chief Financial Officer |  | 2008 |  | 155,000   |  | 244,595           |  | 23,000                                 |  |                         |     |  | 422,595  
|                                                                  |  |      |  |           |  |                  
|Roderick de Greef(3)                                              |  | 2009 |  | 120,000   |  | 55,176            |  |                                       |  |                         |     |  | 175,176  
|Chairman of the Board                                             |  | 2008 |  | 12,308    |  | 6,930             |  |                                       |  | 32,916                   | (4) |  | 52,154   



|(1) | Reflects the compensation cost related to all outstanding awards recognized in 2008 and 2009 for financial statement reporting purposes in accordance with FASB ASC
Topic 718, excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions made in the calculation of these amounts are included in Note 2 to the Companys audited financial statements for the fiscal year
ended December 31, 2009, included in the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | For 2008, consists of cash bonus earned pursuant to non-equity incentive plan awards. For 2009, represents the cash bonuses earned pursuant to non-equity incentive plan
awards but foregone by the Named Executive Officers. In March 2010, Dr. Haghighi-Mood and Mr. LiCausi agreed to accept options to purchase 668,468 and 226,064 shares of common stock, respectively, in lieu of earned cash bonuses for 2009 of
$77,000 in the case Dr. Haghighi-Mood, and $26,040 in the case of Mr. LiCausi. See Senior Management Bonus Plan for 2009 for a description of the terms of these option awards.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. de Greef became our Chairman of the Board in November 2008.
|--- | ---------------------------------------------------------------

|(4) | Consists of fees paid to Mr. de Greef for consulting services provided from July 2008 until November 2008.
|--- | ----------------------------------------------------------------------------------------------------------



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Severance Arrangements with Chief Executive Officer and Chief Financial Officer

The Company has entered into agreements with Dr. Haghighi-Mood and Mr. LiCausi providing for the payment of severance benefits
in the event of a qualifying termination of employment. Under these agreements, if the executive officers employment is terminated by the Company without cause (as defined in the respective agreement), the executive officer will be entitled to
receive severance compensation equal to the executive officers base salary as in effect at the time of such termination and continued healthcare benefits for a period of six months in the case of Mr. LiCausi and 12 months in the case of
Dr. Haghighi-Mood.

In the event that Dr. Haghighi-Mood terminates his employment within 30 days following the
occurrence of changed circumstances, he is entitled to receive the severance benefits as though his employment had been terminated by the Company without cause. For purposes of his employment agreement, changed circumstances includes (i) a
material reduction in the nature or scope of Dr. Haghighi-Moods responsibilities, authority or powers as President and Chief Executive Officer of the Company, including, without limitation, due to the Board having hired or appointed
another senior executive officer to whom Dr. Haghighi-Mood is requested by the Board to report or who reports directly to the Board or who is given responsibilities or authority normally exercised by an executive in the positions of President
and Chief Executive Officer of a company generally comparable to the Company, in each case without Dr. Haghighi-Moods consent; and (ii) any failure by the Company to nominate and recommend to stockholders that they reelect
Dr. Haghighi-Mood to serve as a director of the Company upon the expiration of his term.

In the event of a change in
control (as defined in the severance agreements) that does not result in termination of the executive officers employment, 50% of Mr. LiCausis unvested options and 100% of Dr. Haghighi-Moods unvested options that are then
outstanding will become immediately exercisable. In the event of a change in control that results in the termination of the executive officers employment without cause or by the executive officer for good reason (each as defined in the
severance agreements), the executive officer will be entitled to receive severance compensation in an amount equal to the executive officers base salary as in effect at the time of such termination for a period of 12 months, continued
healthcare benefits for a period of 12 months, and all of the executive officers unvested options which are then outstanding will become immediately exercisable.

The Company included enhanced severance benefits in the event of a change in control of the Company in order to remove any financial
concerns an executive may have when evaluating a potential transaction and to allow the executive to focus on maximizing value for the Companys stockholders. The Board of Directors determined that these change in control benefits are necessary
given the volatility and uncertainty inherent in the Companys line of business.

Employment Agreement with Chief Executive Officer

On December 14, 2007, the Company appointed Dr. Haghighi-Mood as the Companys President and
Chief Executive Officer and elected him as a director of the Company. Dr. Haghighi-Mood and the Company entered into an employment agreement dated December 14, 2007, the terms of which were approved by the Board of Directors of the
Company after negotiations with Dr. Haghighi-Mood.

Under the terms of the employment agreement, Dr. Haghighi-Mood
will be paid an annual base salary of $275,000 per year and will be entitled to receive the severance benefits described above under the title Severance Arrangements with Named Executive Officers. Dr. Haghighi-Mood also will
have the opportunity to earn an annual performance bonus based upon the achievement by the Company of performance goals to be agreed upon by Dr. Haghighi-Mood and the Board of Directors or the Compensation Committee.

Under the terms of the employment agreement, Dr. Haghighi-Mood will have the opportunity to earn an annual performance bonus in the
amount, and contingent upon the achievement by the Company or Dr. Haghighi-Mood, as the case may be, of performance goals to be agreed upon by Dr. Haghighi-Mood and the Board of Directors of the Company. See Senior Management Bonus
Plan for 2009 for a description of the 2009 performance bonus criteria for Dr. Haghighi-Mood.



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Effective March 1, 2010, Dr. Haghighi-Mood agreed to a 10% reduction in his base
salary for 2010. See Management Stock Option Awards for a description of the terms of a stock option awarded to Dr. Haghighi-Mood in recognition of the reduced base salary.

Senior Management Bonus Plan for 2009

Dr. Haghighi-Mood and Mr. LiCausi, as well as other senior management of the Company (excluding Mr. de Greef), were
eligible to participate in the Senior Management Bonus Plan for 2009 (the 200 Bonus Plan). The objective of the 2009 Bonus Plan is to provide an effective tool to help motivate the senior management teams performance in achieving
the Companys defined strategy and goals by aligning measurement and accountability with cash incentive rewards. The total bonus potential under the 2009 Bonus Plan for Dr. Haghighi-Mood and Mr. LiCausi was 50% and 30% of annual base
pay, respectively.

Rewards under the 2009 Bonus Plan were based on the achievement of performance goals for the Company
established by the Compensation Committee and approved by the Board of Directors in consultation with Mr. Haghighi-Mood. The performance goals under the 2009 Bonus Plan consisted of four separate goals each weighted between 8% and 60% relating
to:



| |  |  | the execution of one or more strategic distribution agreements approved by the Board of Directors;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | the completion of the development of a MTWA OEM Module and any other requirements of any strategic distribution agreements to which the Company is a
party;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the achievement of a cash balance at December 31, 2009 in an amount determined by the Board of Directors; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | the completion of a capital raising transaction upon terms agreed to by the Board of Directors that results in the Company achieving a total cash
balance at December 31, 2009 in an amount determined by the Board of Directors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Compensation
Committee determined that a portion of the performance goal related to the execution of one or more strategic distribution agreements, the entire performance goal related to the development of a MTWA OEM Module, and a portion of the performance goal
related to the completion of a capital raising transaction had been achieved, and that the performance goal related to the achievement of an amount of cash at December 31, 2009 had not been achieved. Based on the foregoing, the Compensation
Committee determined that the bonus amounts earned by Dr. Haghighi-Mood and Mr. LiCausi under the 2009 Bonus Plan were $77,000 and $26,040, respectively.

On March 11, 2010, the Compensation Committee awarded, and Dr. Haghighi-Mood and Mr. LiCausi agreed to accept, stock
options in lieu of any cash bonus for 2009. Specifically, Dr. Haghighi-Mood and Mr. LiCausi were awarded options to purchase 668,468 and 226,064 shares of common stock, respectively, at an exercise price of $0.16 per share, which was the
closing price of the Companys common stock on the date of grant. The number of shares covered by each option award was determined based on the amount of the 2009 bonus earned by each recipient and the fair value of the option awards using the
Black-Scholes option pricing model, which requires the Company to make certain assumptions regarding the expected term of the options, forfeiture rate and volatility of the underlying stock. The option awards are immediately exercisable and will
continue to be exercisable following the termination of the employment of the recipient until the expiration of the ten-year term.

Employment Agreement with Chairman of the Board

On November 24, 2008, the Board of Directors elected Mr. de Greef as a member of the Board of Directors and appointed him to
serve as the Chairman of the Board. Mr. de Greef and the Company entered into an employment agreement dated November 24, 2008 the terms of which were approved by the Board of Directors of the Company after negotiations with Mr. de
Greef.



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The employment agreement provides that Mr. de Greef will devote approximately 50% of a
regular work week to the business and interests of the Company. Specifically, the employment agreement provides that Mr. de Greef will work with the Companys Chief Executive Officer and the Board of Directors to formulate the strategic
plan of the Company and to oversee the execution of corporate strategy. Mr. de Greef will serve on the Companys Board as the Chairman of the Board. During the term of Mr. de Greefs employment by the Company, at each annual
meeting of the Companys stockholders at which Mr. de Greefs membership on the Board has expired, the Company will nominate Mr. de Greef to serve as a member of the Board.

The Employment Agreement has a term of three years commencing on November 24, 2008 and ending on November 24, 2011 (the
Employment Period). The Employment Period will automatically be extended for successive one year periods unless either party gives the other 30 days written notice that it does not wish to extend the term of the employment agreement.

The employment agreement provides that Mr. de Greef will be paid an annual base salary of $120,000 per year. He will be
entitled to participate in any and all of the Companys employee benefit plans in effect for part-time employees, except to the extent that such benefits are in a category otherwise specifically provided to Mr. de Greef. In the event
that Mr. de Greef is not eligible to participate in the Companys health insurance benefit plan, the Company will reimburse Mr. de Greef up to $2,000 per month for the cost of maintaining his current family medical insurance coverage.

On November 24, 2008, the Board awarded to Mr. de Greef a stock option to purchase 550,000 shares of common stock
of the Company. The option was granted under and subject to the terms of the Companys 2001 Stock Incentive Plan (the 2001 Plan). The exercise price of the option was the closing price per share of the Companys common stock on
November 24, 2008 (the Grant Date). The option becomes exercisable in three equal annual installments, beginning on the first anniversary of the Effective Date. The option will expire on the tenth anniversary of the Grant Date. The
dates on which the option will become exercisable will accelerate with regard to a specified number of shares upon the occurrence of certain performance goals (the Performance Goals). The Performance Goals include: (i) the
achievement by the Company of a specified 12-month trailing revenue target of $7.0 million (the Revenue Target); (ii) the consummation by the Company of one or more equity financing transactions in a twelve-month period that result
in the receipt by the Company of sufficient proceeds to fund the Companys operations for a 12-month period as determined in good faith by the Board (the Financing Target); and (iii) the consummation by the Company of a
strategic distribution agreement (the Strategic Transaction Target). Upon the occurrence of a Performance Goal, the stock option will become exercisable with respect to a number of shares equal to the lesser of (A) the number of
shares specified in the employment agreement for each Performance Goal (162,500 shares for each of the Revenue Target and the Financing Target and 62,500 shares for the Strategic Transaction Target) and (B) the positive difference between
total number of shares under the stock option that are not yet exercisable and the number of shares specified in the employment agreement for the Performance Goal. The shares that become exercisable upon the achievement of a Performance Goal will
reduce the number of shares that otherwise would next become exercisable on a regular annual vesting date following the date of achievement of the Performance Goal. As of December 31, 2009, both the Financing Target and the Strategic
Transaction Target had been achieved.

In addition, prior to his appointment as Chairman of the Board, from July 2008 to
November 2008, Roderick de Greef served as a consultant pursuant to the terms of a consulting agreement between the Company and Mr. de Greef dated July 29, 2008 (the Consulting Agreement). The Consulting Agreement provided that
Mr. de Greef would provide consulting services to the Company to promote and execute the Companys business development activities as an independent contractor. Mr. de Greef was paid a total of $32,916 in fees under the Consulting
Agreement. On July 29, 2008, Mr. de Greef received an option to purchase 100,000 shares of the Common Stock of the Company at an exercise price of $0.33 per share (the July 2008 Option). The option becomes exercisable if,
during the term of the Consulting Agreement or within 12 months thereafter, the Company executes a strategic transaction in which Mr. de Greef was involved. The July 2008 Option became exercisable in 2009.



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In the event the Company terminates Mr. de Greefs employment without cause, he
would be entitled to severance benefits as set forth in the employment agreement, including payment of Mr. de Greefs salary for three months following termination. Mr. de Greef would also receive continuation of his health care
benefits or reimbursement, as the case may be, for three months following termination. In addition, the stock option granted under the employment agreement would become exercisable for the number of shares that would have become exercisable had
Mr. de Greef remained employed with the Company for an additional six months following termination and had the stock option become exercisable in 12 equal quarterly installments. If termination occurs prior to November 24, 2011,
Mr. de Greef will have the right to exercise the stock option received under the Employment Agreement as well as the July 2008 Option for a period of two years following termination (but in no event after the expiration of the stock option) to
the extent that he was entitled to exercise the stock option on that date.

In the event that a change in control of the
Company occurs and Mr. de Greefs employment is terminated without cause within 12 months following the change in control, Mr. de Greef is entitled to receive the severance benefits described above for a period of six months following
the date of termination. In the event of a change in control of the Company, Mr. de Greefs stock options received under the Employment Agreement and the July 2008 Option will become exercisable in full as of the date of the change in
control, provided that all stock options must be exercised within the applicable dates provided in the applicable stock option agreement and the 2001 Plan.

In 2009, the stock options awarded to Mr. de Greef on November 24, 2008 associated with the execution of a Strategic
Transaction and the Financing Target Performance Goals, and the July 2008 Option became exercisable.

Effective March 1,
2010, Mr. de Greef agreed to a 10% reduction in his base salary for 2010. See Management Stock Option Awards for a description of the terms of a stock option awarded to Mr. de Greef in recognition of the reduced in base salary.

2010 Management Stock Option Awards

Effective March 1, 2010, the senior management team of the Company agreed to a 10% reduction in their base salaries for 2010. After
giving effect to this reduction, the annual salary rates for the Named Executive Officers will be as follows: $247,500 for Dr. Haghighi-Mood, $108,000 for Mr. de Greef, and $83,700 for Mr. LiCausi. In recognition of the reduction of
the salaries of the senior management team, the Compensation Committee granted to each senior management member a stock option award (the Salary Reduction Option Award) on March 11, 2010 that becomes exercisable in nine equal
monthly installments beginning on April 11, 2010, and will continue to be exercisable following the termination of the employment of the recipient to the same extent that the option was exercisable on the date of termination until expiration of
the ten-year term. The Salary Reduction Option Awards were granted outside of the Companys 2001 Stock Incentive Plan, but are nevertheless subject to the terms and conditions of the plan as if granted thereunder. Dr. Haghighi-Mood,
Mr. de Greef and Mr. LiCausi received Salary Reduction Option Awards to purchase 198,949, 86,814 and 67,281 shares of common stock, respectively, at an exercise price of $0.16 per share, which was the closing price of the Companys
common stock on the date of grant. The number of shares covered by each Salary Reduction Option Award was determined based on the amount of the reduction of the 2010 salary for each recipient and the fair value of the Salary Reduction Option Awards
using the Black-Scholes option pricing model, which requires the Company to make certain assumptions regarding the expected term of the options, forfeiture rate and volatility of the underlying stock.

Additionally, on March 11, 2010, each of the members of the senior management team of the Company (other than Mr. de Greef)
entered into individual option exchange agreements with the Company whereby previously granted stock options to purchase an aggregate of 2,983,333 shares of common stock issued at varying times and at varying prices (ranging from $0.29 per share to
$4.00 per share) were cancelled and replaced with



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new stock options (the Management Stock Option Awards) to purchase an aggregate of 3,583,333 shares of common stock of the Company at an exercise price of $0.16 per share, which was
the closing price of the Companys common stock on the date of grant. The Management Stock Option Awards become exercisable in three equal annual installments beginning on first anniversary of the date of grant. Dr. Haghighi-Mood and
Mr. LiCausi received awards to purchase 2,383,333 and 450,000 shares of common stock of the Company, respectively, in exchange for the cancellation of previously granted stock options to purchase 2,383,333 and 350,000 shares of common stock.
The Management Stock Option Awards were granted outside of the Companys 2001 Stock Incentive Plan, but are nevertheless subject to the terms and conditions of the plan as if granted thereunder.

The following table sets forth certain information concerning stock options held by the Named Executive Officers as of December 31,
2009.

Outstanding Equity Awards At Fiscal Year-end For 2009



|                         |                                                                |                  |                                                                  |         |     |                        |   |                      |  |           
|------------------------ | -------------------------------------------------------------- | ---------------- | ---------------------------------------------------------------- | ------- | --- | ---------------------- | - | -------------------- |  | ----------
|Name                     |                                                                | Option Awards(1)
|                         | Number
ofSecuritiesUnderlyingUnexercised
OptionsExercisable(#) |                  | Number
ofSecuritiesUnderlyingUnexercised
OptionsUnexercisable(#) |         |     | OptionExercisePrice($) |   | OptionExpirationDate
|Ali Haghighi-Mood, Ph.D. |                                                                | 333,333          |                                                                  |         |     |                        | $ | 0.29                 |  | 8/15/2015 
|Ali Haghighi-Mood, Ph.D. |                                                                | 700,000          |                                                                  |         |     |                        | $ | 3.30                 |  | 12/14/2016
|Ali Haghighi-Mood, Ph.D. |                                                                | 600,000          |                                                                  | 300,000 |     |                        | $ | 1.15                 |  | 12/11/2017
|Ali Haghighi-Mood, Ph.D. |                                                                | 300,000          |                                                                  | 150,000 |     |                        | $ | 1.15                 |  | 12/11/2017
|Vincenzo LiCausi         |                                                                | 50,000           |                                                                  | 100,000 |     |                        | $ | 2.53                 |  | 10/16/2016
|Vincenzo LiCausi         |                                                                | 20,000           |                                                                  |         |     |                        | $ | 3.26                 |  | 4/30/2017 
|Vincenzo LiCausi         |                                                                | 20,000           |                                                                  | 10,000  |     |                        | $ | 4.00                 |  | 5/18/2017 
|Vincenzo LiCausi         |                                                                | 100,000          |                                                                  | 50,000  |     |                        | $ | 1.07                 |  | 2/12/2018 
|Roderick de Greef        |                                                                | 345,833          |                                                                  | 204,167 | (2) |                        | $ | 0.15                 |  | 11/24/2018
|Roderick de Greef        |                                                                | 100,000          |                                                                  |         |     |                        | $ | 0.33                 |  | 7/29/2018 



|(1) | Except as otherwise noted, each option becomes exercisable in three equal annual installments, beginning on the first anniversary of the date of grant.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Option becomes exercisable in three equal annual installments, beginning on the first anniversary of the date of grant. The dates on which the option will become
exercisable will accelerate with regard to a specified number of shares upon the occurrence of certain performance goals (the Performance Goals). The Performance Goals include: (i) the achievement by the Company of a 12-month
trailing revenue target of $7.0 million (the Revenue Target); (ii) the consummation by the Company of one or more equity financing transactions in a 12-month period that result in the receipt by the Company of sufficient proceeds to
fund the Companys operations for a 12-month period as determined in good faith by the Board (the Financing Target); and (iii) the consummation by the Company of a strategic distribution agreement (the Strategic
Transaction Target). Upon the occurrence of a Performance Goal, the stock option will become exercisable with respect to a number of shares equal to the lesser of (A) the number of shares specified for each Performance Goal (162,500
shares for each of the Revenue Target and the Financing Target and 62,500 shares for the Strategic Transaction Target) and (B) the positive difference between total number of shares under the stock option that are not yet exercisable and the
number of shares specified for the Performance Goal. The shares that become exercisable upon the achievement of a Performance Goal will reduce the number of shares that otherwise would next become exercisable on a regular annual vesting date
following the date of achievement of the Performance Goal.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Director Compensation

In 2009, non-employee directors received a fee of $2,500 per in-person meeting of the Board of Directors and $500 per telephonic meeting
of the Board of Directors or committee meeting, and non-employee directors who served as Chairman of the Board or as chairman of one or more committees of the Board of Directors (currently Messrs. McGuire, Wiggins and McCormick) received a fee
of $3,125 per in-person meeting of the Board of Directors and $625 per telephonic meeting of the Board of Directors or committee meeting. In 2009, each of the Companys non-employee directors received an annual retainer of $15,000, payable in
equal quarterly installments.

Effective March 31, 2010, the Board of Directors has reduced the amount of cash
compensation paid to the non-employee directors of the Company. Specifically, all per meeting fees have been eliminated and the cash annual retainer paid to non-employee directors has been reduced to $12,000 per year, payable in equal quarterly
installments.

In recognition of this reduction in fees, each of the non-employee directors was awarded a stock option to
purchase 112,858 shares of common stock of the Company (the Director Fee Reduction Option Award), having a fair value of $13,000 using the Black Scholes option pricing model. The Director Fee Reduction Option Awards become exercisable in
nine equal monthly installments beginning on April 11, 2010 and will continue to be exercisable following the termination of the directors service with the Company to the same extent that the stock option was exercisable on the date of
resignation or termination until expiration of the ten-year term. The Director Fee Reduction Option Awards were granted outside of the Companys 2001 Stock Incentive Plan, but are nevertheless subject to the terms and conditions of the plan as
if granted thereunder.

Additionally, on March 11, 2010, the Compensation Committee granted each of the non-employee
directors a stock option to purchase 100,000 shares of the common stock of the Company under and pursuant to the Companys 2001 Stock Incentive Plan. The stock options become exercisable in full on the one-year anniversary of the date of grant
and will continue to be exercisable following the termination of services of the recipient to the same extent that it was exercisable on the date of termination until the expiration of the ten-year term.

The following table sets forth compensation actually paid, earned or accrued during 2009 by the Companys directors.



|                        |  |                                 |  |                     |     |  |                     |      |  |          
|----------------------- |  | ------------------------------- |  | ------------------- | --- |  | ------------------- | ---- |  | ---------
|Name                    |  | Fees Earned orPaid in 
Cash ($) |  | Stock Awards ($)(1) |     |  | OptionAwards ($)(1) |      |  | Total ($)
|Richard J. Cohen(2)     |  | 27,500                          |  | 233,180             | (3) |  | 20,147              | (4)  |  | 280,828  
|Kenneth V. Hachikian(5) |  | 36,250                          |  |                    |     |  | 22,398              | (6)  |  | 58,648   
|Reed Malleck(7)         |  | 33,500                          |  |                    |     |  | 20,147              | (8)  |  | 53,647   
|John F. McGuire         |  | 40,625                          |  |                    |     |  | 64,331              | (9)  |  | 104,956  
|Keith M. Serzen(10)     |  | 6,250                           |  |                    |     |  |                    |      |  | 6,250    
|Jeffrey Wiggins         |  | 36,875                          |  |                    |     |  | 17,059              | (11) |  | 53,934   
|Paul McCormick          |  |                                |  |                    |     |  |                    |      |  |         



|(1) | Reflects the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2009, in accordance with FASB ASC Topic
718 (excluding the impact of estimated forfeitures related to service-based vesting conditions), and thus may include amounts attributable to awards granted during and before 2009. Assumptions made in the calculation of these amounts are included in
Note 2 to the Companys audited financial statements for the fiscal year ended December 31, 2009, included in the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Dr. Cohen resigned as director on December 30, 2009. See Consulting and Technology Agreement with Richard J. Cohen, M.D., Ph.D. contained in Item
13 for a description of royalty fees paid to Dr. Cohen under an Amended and Restated Consulting and Technology Agreement between Dr. Cohen and the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | As of December 31, 2009, Dr. Cohen held 175,000 shares of restricted stock.
|--- | ---------------------------------------------------------------------------



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|(4) | As of December 31, 2009, Dr. Cohen held options to purchase (a) 287,500 shares of Common Stock at exercise price of $0.30 per share, (b) 30,000
shares of Common Stock at an exercise price of $2.90 per share and (c) 300,000 shares of Common Stock at an exercise price of $0.34 per share.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Hachikian resigned as director on December 30, 2009.
|--- | --------------------------------------------------------

|(6) | As of December 31, 2009, Mr. Hachikian held options to purchase (a) 80,000 shares of Common Stock at an exercise price of $0.30 per share and
(b) 30,000 shares of Common Stock at an exercise price of $2.90 per share.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Mr. Malleck resigned as director on December 30, 2009.
|--- | ------------------------------------------------------

|(8) | As of December 31, 2009, Mr. Malleck held options to purchase (a) 80,000 shares of Common Stock at an exercise price of $0.30 per share and
(b) 30,000 shares of Common Stock at an exercise price of $2.90 per share.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | As of December 31, 2009, Mr. McGuire held options to purchase 100,000 shares of Common Stock at an exercise price of $2.40 per share.
|--- | -------------------------------------------------------------------------------------------------------------------------------------

|(10) | Mr. Serzen resigned as a director on April 22, 2009.
|---- | ----------------------------------------------------

|(11) | As of December 31, 2009, Mr. Wiggins held options to purchase 100,000 shares of common stock at an exercise price of $0.63 per share.
|---- | -------------------------------------------------------------------------------------------------------------------------------------



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about the securities authorized for issuance under the Companys equity compensation plans
as of December 31, 2009.

Securities Authorized for Issuance Under Equity Compensation Plans



|                                                           |  |                                                                                              |  |                                                                             |      |                                                                                                                                               |          
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Plan Category                                              |  | (a)Number of securities 
tobe issued upon exerciseof outstanding options,warrants and rights |  | (b)Weighted-averageexercise price ofoutstanding options,warrants and
rights |      | (c)Number of 
securitiesremaining available for futureissuance under
equitycompensation plans (excludingsecurities reflected in column (a)(3)
|Equity compensation plans approved by security holders     |  | 5,278,366                                                                                    |  | $                                                                           | 1.60 |                                                                                                                                               | 2,186,110
|Equity compensation plans not approved by security holders |  | 650,000                                                                                      |  | $                                                                           | 1.56 |                                                                                                                                               |         
|Total                                                      |  | 5,928,366                                                                                    |  | $                                                                           | 1.59 |                                                                                                                                               | 2,186,110



|(1) | Consists of the Amended and Restated 1993 Incentive and Non-Qualified Stock Option Plan, the 1996 Equity Incentive Plan, and the 2001 Stock Incentive Plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Consists of a stock option to purchase 200,000 shares of Common Stock awarded to Jeffrey J. Langan, and a stock option to purchase 450,000 shares of Common Stock
awarded to Ali Haghighi-Mood.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Consists of shares of Common Stock issuable under the 2001 Stock Incentive Plan. In addition to being available for future issuance upon exercise of options that may be
granted after December 31, 2009, 1,120,217 shares of Common Stock under the 2001 Stock Incentive Plan may instead be issued in the form of restricted stock.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In October 2006, as an inducement to Jeffrey J. Langan to accept the position of President and Chief Executive Officer, Mr. Langan
was awarded stock options to purchase 2,000,000 shares of Common Stock at an exercise price of $2.49 per share, which is equal to the closing price per share of the Companys Common Stock on the date of grant. Mr. Langans Employment
Agreement with the Company provided that the stock options would vest in quarterly installments over a three-year period with 100,000 shares vesting on each of January 13, 2007 and April 13, 2007 and 180,000 shares vesting each quarter
thereafter. In connection with Mr. Langans resignation as President and Chief Executive Officer in December 2006, the Company entered into a separation



10



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##### Table of Contents

agreement with Mr. Langan. Under the terms of the separation agreement, all of the shares covered by the inducement stock options were cancelled and forfeited except for 200,000 shares,
100,000 of which became exercisable on January 12, 2007 and 100,000 of which became exercisable on April 13, 2007. A portion of the inducement stock options, including the 200,000 shares that remain exercisable following
Mr. Langans separation from the Company, were granted outside of the Companys equity incentive plans but are nevertheless subject to the terms and conditions of the Companys 2001 Plan.

On December 11, 2007, as an inducement to Ali Haghighi-Mood to accept the position as President and Chief Executive Officer,
Dr. Haghighi-Mood was awarded: (a) a stock option to purchase 900,000 shares of common stock of the Company, which was granted under and subject to the terms and conditions of the Companys 2001 Plan, and (b) a stock option to
purchase 450,000 shares of common stock of the Company, which was granted as a stand-alone award outside of the Companys equity incentive plans but is nevertheless governed by the terms and conditions of the 2001 Plan as though it was granted
under the 2001 Stock Incentive Plan. The exercise price of the options is $1.15 per share, which is equal to the closing price per share of the Companys common stock on the date of grant. The options become exercisable in three equal annual
installments beginning on the first anniversary of the grant date. The options become exercisable in full in the event of a Change in Control (as defined in the Severance Agreement dated September 17, 2003 between the Company and
Dr. Haghighi-Mood, as amended by letter agreement dated December 14, 2006). The options will expire on the tenth anniversary of the grant date.



11



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##### Table of Contents

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of Common Stock, Series C-1 Convertible
Preferred Stock (the Series C-1 Preferred) and Series D Convertible Preferred Stock (the Series D Preferred) by: (i) each director and nominee, (ii) each of the executive officers named in the Summary Compensation
Table above, (iii) all current directors and executive officers as a group, and (iv) each stockholder known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, Series C-1 Preferred or Series
D Preferred.

Unless otherwise indicated in the footnotes to the table, all information set forth in the table is as of
April 30, 2010, and the address for each director and executive officer of the Company is: c/o Cambridge Heart, Inc., 100 Ames Pond Drive, Tewksbury, MA 01876. The addresses for the greater than 5% stockholders are set forth in the
footnotes to this table.



|                                                            |  |                                     |      |  |                                  |   |  |                                     |  |                               |   |  |                                     |  |                               |  
|----------------------------------------------------------- |  | ----------------------------------- | ---- |  | -------------------------------- | - |  | ----------------------------------- |  | ----------------------------- | - |  | ----------------------------------- |  | ----------------------------- | -
|                                                            |  | Common Stock                        |      |  | Series C-1 Preferred             |   |  | Series D Preferred                  | 
|                                                            |  | Number ofSharesBeneficiallyOwned(1) |      |  | Percentageof ClassOutstanding(2) |   |  | Number ofSharesBeneficiallyOwned(1) |  | Percentageof ClassOutstanding |   |  | Number ofSharesBeneficiallyOwned(1) |  | Percentageof ClassOutstanding |  
|Directors                                                   |  |                                     |      |  |                                  |   |  |                                     |  |                               |   |  |                                     |  |                               |  
|Ali Haghighi-Mood, Ph.D.                                    |  | 734,784                             | (3)  |  | 1.1                              | % |  |                                    |  |                              |   |  |                                    |  |                              |  
|Roderick de Greef                                           |  | 1,572,332                           | (4)  |  | 2.3                              | % |  |                                    |  |                              |   |  | 50                                  |  | 2.7                           | %
|Paul McCormick                                              |  | 37,619                              | (5)  |  | *                                |   |  |                                    |  |                              |   |  |                                    |  |                              |  
|John McGuire                                                |  | 104,286                             | (6)  |  | *                                |   |  |                                    |  |                              |   |  |                                    |  |                              |  
|Jeffrey Wiggins                                             |  | 6,689,653                           | (7)  |  | 9.2                              | % |  |                                    |  |                              |   |  | 300                                 |  | 16.2                          | %
|                                                            |  |                                     |      |  |                                  |  
|Named Executive Officers                                    |  |                                     |      |  |                                  |   |  |                                     |  |                               |   |  |                                     |  |                               |  
|Ali Haghighi-Mood, Ph.D.                                    |  | 734,784                             | (3)  |  | 1.1                              | % |  |                                    |  |                              |   |  |                                    |  |                              |  
|Vincenzo LiCausi                                            |  | 248,491                             | (8)  |  | *                                |   |  |                                    |  |                              |   |  |                                    |  |                              |  
|All directors and executive officers as a group (6 persons) |  | 9,387,165                           | (9)  |  | 12.5                             | % |  |                                    |  |                              |   |  | 350                                 |  | 18.9                          | %
|                                                            |  |                                     |      |  |                                  |  
|5% Stockholders                                             |  |                                     |      |  |                                  |   |  |                                     |  |                               |   |  |                                     |  |                               |  
|Vincente Madrigal                                           |  | 6,585,367                           | (10) |  | 9.1                              | % |  |                                    |  |                              |   |  | 300                                 |  | 16.2                          | %
|Saba Malak                                                  |  | 8,608,924                           | (11) |  | 11.9                             | % |  |                                    |  |                              |   |  | 300                                 |  | 16.2                          | %
|Luis Martins                                                |  | 9,814,634                           | (12) |  | 13.5                             | % |  |                                    |  |                              |   |  | 315                                 |  | 17.0                          | %
|St. Jude Medical, Inc.                                      |  | 4,180,602                           | (13) |  | 6.0                              | % |  | 5,000                               |  | 100                           | % |  |                                    |  |                              |  
|Samana Capital, L.P.                                        |  | 3,754,736                           | (14) |  | 5.70                             | % |  |                                    |  |                              |   |  |                                    |  |                              |  



|* | Represents less than 1% of the outstanding Common Stock.
|- | --------------------------------------------------------

|(1) | The Company believes that each stockholder has sole voting and investment power with respect to the shares of Common Stock, Series C-1 Preferred and Series D Preferred
listed, except as otherwise noted. The number of shares beneficially owned by each stockholder is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of ownership for any other purpose.
Under these rules, beneficial ownership includes any shares as to which the person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after April 30, 2010 through
the exercise of any stock option, warrant, conversion of preferred stock or other right. The inclusion herein of any shares of Common Stock, Series C-1 Preferred or Series D Preferred deemed beneficially owned does not constitute an admission by
such stockholder of beneficial ownership of those shares of Common Stock, Series C-1 Preferred or Series D Preferred. Shares of Common Stock, Series C-1 Preferred or Series D Preferred which an individual or entity has a right to acquire within the
60-day period following April 30, 2010 pursuant to the exercise of options, warrants or conversion rights are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or entity, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any other person or entity shown in the table.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(2) | Based on 65,872,365 shares of Common Stock outstanding as of April 30, 2010.
|--- | ----------------------------------------------------------------------------

|(3) | Consists of 734,784 shares of Common Stock that may be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Consists of (i) 609,756 shares of Common Stock issuable upon the conversion of 50 shares of Series D Preferred, (ii) 474,771 shares of Common Stock that may
be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010, and (iii) 487,805 shares of Common Stock issuable upon the exercise of warrants to purchase Common Stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Consists of 37,619 shares of Common Stock that may be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Consists of 104,286 shares of Common Stock that may be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Consists of (i) 3,658,537 shares of Common Stock issuable upon the conversion of 300 shares of Series D Preferred beneficially owned by Mr. Wiggins through
his relationship with the Jeffrey Wiggins Trust, (ii) 104,286 shares of Common Stock that may be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010, and (iii) 2,926,830 shares of Common
Stock issuable upon the exercise of warrants to purchase Common Stock beneficially owned by Mr. Wiggins through his relationship with the Jeffrey Wiggins Trust.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Consists of 248,491 shares of Common Stock that may be acquired under stock options that are presently exercisable or will be exercisable on June 29, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | See notes 2 through 8 above.
|--- | ----------------------------

|(10) | As described in a Schedule 13G filed with the Securities and Exchange Commission on January 4, 2010, Vincente Madrigal beneficially owns 6,585,367 shares of Common
Stock, including (i) 3,658,537 shares of Common Stock issuable upon conversion of 300 shares of Series D Preferred and (ii) 2,926,830 shares of Common Stock issuable upon exercise of warrants to purchase Common Stock.
Mr. Madrigals address is 79 East 79th Street, Apartment 12, New York, New York 10075.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | As described in a Schedule 13G filed with the Securities and Exchange Commission on January 4, 2010, Saba Malak beneficially owns 8,608,924 shares of Common Stock,
including (i) 2,023,557 shares of Common Stock, (ii) 3,658,537 shares of Common Stock issuable upon conversion of 300 Shares of Series D Preferred, and (iii) 2,926,830 shares of Common Stock issuable upon exercise of warrants to
purchase Common Stock. Mr. Malaks address is 225 Commonwealth Avenue, Apartment 4, Boston,.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | As described in a Schedule 13G filed with the Securities and Exchange Commission on January 4, 2010, Luis Martins beneficially owns 9,814,634 share of Common
Stock, including (i) 2,900,000 shares of Common Stock, (ii) 3,841,463 shares of Common Stock issuable upon conversion of 315 shares of Series D Preferred, and (iii) 3,073,171 shares of Common Stock issuable upon exercise of warrants
to purchase Common Stock. Mr. Martins address is 1886 Beacon Street, Waban/Newton, Massachusetts 02468.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 4,180,602 shares of Common Stock issuable upon the conversion of shares of Series C-1 Preferred. The business address of St. Jude Medical, Inc. is One Lillehei
Plaza, St. Paul, MN 55117.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | As described in a Schedule 13G/A (Amendment No. 3) filed with the Securities and Exchange Commission on February 16, 2010 by Samana Capital, L.P., Morton
Holdings, Inc., and Philip B. Korsant, which share the power to vote and dispose of the shares of Common Stock. The principal business address of Samana Capital, L.P., Morton Holdings, Inc., and Philip B. Korsant is 283 Greenwich Avenue Greenwich,
CT 06830.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



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##### Table of Contents

|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Transactions with Related Persons

The Board of Directors of the Company reviews the material facts of transactions with a related person that are required to be disclosed
under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. In general, that rule requires disclosure of any transaction in which the Company is a participant, the aggregate amount involved exceeds $120,000, and
any related person has or will have a direct or indirect material interest. A related person means any director or executive officer, any nominee for director, or any immediate family member of a director or executive officer of the
registrant, or of any nominee for director. In reviewing related party transactions, the Board will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally
available to an unaffiliated third-party under the same or similar circumstances and the extent of the related persons interest in the transaction. Related party transactions are referred to the Board by management for review, approval,
ratification or other action. This policy is not in writing but is followed consistently by the Board.

Consulting and Technology Agreement
with Richard J. Cohen, M.D., Ph.D.

The Company and Richard J. Cohen, M.D., Ph.D., who serves as the Chairman of the
Companys Scientific Advisory Board and, until December 30, 2009, served as a member of the Companys Board of Directors, are parties to a Consulting and Technology Agreement pursuant to which Dr. Cohen agreed to provide
consulting services and license certain technologies to the Company in exchange for compensation and the payment of certain royalties by the Company. In May 2007, the Company and Dr. Cohen entered into an Amended and Restated Consulting and
Technology Agreement (the Consulting Agreement), the material terms of which are described below.

Under the terms
of the Consulting Agreement, during the period beginning January 1, 2007 and ending on December 31, 2009 (the Interim Consulting Period), Dr. Cohen agrees to be available to the Company for consultation for up to 42 days
per year. Thereafter, Dr. Cohen agrees to be available to the Company for consultation for a minimum of 18 days per year until the expiration of the consulting period on December 31, 2015 (the Additional Consulting Period).

Under the Consulting Agreement, the Company will pay Dr. Cohen royalties on net sales related to certain technologies
(including the sale of the Companys HearTwave II System and other Microvolt T-Wave Alternans products) equal to 1.5% of such net sales. If the Company sublicenses, or grants rights to any sublicense with respect to, such technologies to an
unrelated company, Dr. Cohen shall receive royalties equal to 7% of gross revenue to the Company from the sublicense. Pursuant to the terms of the Consulting Agreement, the Company will pay Dr. Cohen additional royalties of $10,000 per
month during the Interim Consulting Period, subject to an annual percentage increase equal to the annual percentage increase in the National Consumer Price Index for the prior year (the Monthly Royalty).

Under the Consulting Agreement, Dr. Cohen received in May 2007, as compensation for his consulting effort, an aggregate of 175,000
shares of restricted common stock of the Company subject to the terms and conditions of the Companys 2001 Stock Incentive Plan. The restricted shares vested on January 1, 2010. Dr. Cohen will not receive any additional compensation
for the Additional Consulting Period.

In March 2010, the Company entered into Amendment No. 1 to the Amended and
Restated Consulting and Technology Agreement with Dr. Cohen (Amendment No. 1). Pursuant to Amendment No. 1, the Interim Consulting Period is extended to December 31, 2010. Additionally, Dr. Cohen agreed to accept
a reduced Monthly Royalty payment of $5,811.17 per month for the period beginning on January 1, 2010 and ending on December 31, 2010. In consideration for the reduction in Monthly Royalty payments, Dr. Cohen received a stock option to
purchase 561,982 shares of common stock of the Company, which becomes exercisable in nine equal monthly installments beginning on April 11, 2010 and which was granted outside of the Companys 2001 Stock



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Incentive Plan, but nevertheless subject to the terms and conditions of the 2001 Stock Incentive Plan. Pursuant to Amendment No. 1, in recognition of his service as Chairman of the
Scientific Advisory Committee, Dr. Cohen received a stock option, under the Companys 2001 Stock Incentive Plan, to purchase 100,000 shares of the common stock of the Company, which becomes exercisable in full on March 11, 2010.
Additionally, in consideration for his services as Chairman of the Companys Scientific Advisory Board during 2010, Dr. Cohen received a stock option to purchase 43,407 shares of common stock of the Company, which becomes exercisable in
nine equal monthly installments beginning on April 11, 2010 and which was granted outside of the Companys 2001 Stock Incentive Plan, but nevertheless subject to the terms and conditions of the 2001 Stock Incentive Plan, and will be paid a
total cash fee of $5,000, payable monthly for the fiscal year 2010. All of the options granted to Dr. Cohen in connection with Amendment No. 1 have an exercise price of $0.16 per shares, which is the closing price of the common stock on
the date of grant.

In 2009, the Company paid Dr. Cohen approximately $178,202 in royalties under the Consulting
Agreement.

Under the Consulting Agreement, the Company will have the right to terminate the Consulting Agreement within the
30-day period immediately following a Change in Control (as defined in the Consulting Agreement) of the Company, in which case the Company shall pay Dr. Cohen a termination royalty as determined in the Consulting Agreement. Either party may
terminate the Consulting Agreement for material breach or default by the other party of the other partys obligations under the Consulting Agreement upon 90 days notice.

Securities Purchase Agreement for Series D Convertible Preferred Stock

On December 23, 2009, the Company issued and sold 1,852 shares of the Companys Series D Convertible Preferred Stock (the
Series D Preferred) at a purchase price of $1,000 per share (the Series D Original Issue Price) and common stock warrants described below to new and current institutional and private investors, including three directors of
the Company, pursuant to the terms of a Securities Purchase Agreement dated December 23, 2009 between the Company and the purchasers of Series D Preferred (the Series D Financing). Three directors of the Company purchased an
aggregate of 385 shares of Series D Preferred for a total purchase price of $385,000. Specifically, Roderick de Greef, who serves as Chairman of the Board, Richard J. Cohen, who was then serving as a member of the Board, and Jeffery Wiggins
purchased 50, 35 and 300 shares of Series D Preferred, respectively, and were issued Short-Term Warrants (as defined below) to purchase 304,878, 213,415 and 1,829,269 shares of common stock, respectively, and Long-Term Warrants (as defined below) to
purchase 182,927, 128,049 and 1,097,561 shares of common stock, respectively.

Each share of Series D Preferred is convertible
into a number of shares of common stock of the Company equal to $1,000 divided by the conversion price of the Series D Preferred, which is initially $0.082. Each share of Series D Preferred is currently convertible into approximately 12,195 shares
of common stock. The total number of shares of common stock initially issuable upon conversion of the 1,852 shares of Series D Preferred issued and sold in the financing is 22,585,366, or approximately 32.69% of the Companys issued and
outstanding common stock on an as converted basis.

The Company also issued to the investors two types of warrants. The first
warrant, which expires on December 23, 2010, entitles the investor to purchase a number of shares of common stock equal to 50% of the number of shares of common stock into which the Series D Preferred purchased by the investor is convertible
(the Short-Term Warrant). A total of 11,292,686 shares of common stock are issuable under the Short-Term Warrants. The exercise price of the Short-Term Warrants is $0.107 per share. The second warrant, which expires on December 23,
2014, entitles the investor to purchase a number of shares of common stock equal to 30% of the number of shares of common stock into which the Series D Preferred purchased by the investor is convertible (the Long-Term Warrant). A total
of 6,775,611 shares of common stock are issuable under the Long-Term Warrants. The exercise price of the Long-Term Warrants is $0.142 per share. The Company may call the Long-Term Warrants if the closing price of the Companys common stock is
at least $0.284 for a period of 20 consecutive trading days.



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The conversion price of the Series D Preferred is subject to adjustment if the Company
issues shares of common stock at a purchase price below the conversion price of the Series D Preferred at any time within 18 months after the issue date. In the event of a liquidation of the Company, the holders of Series D Preferred are entitled to
receive an amount equal to the Series D Original Issue Price plus declared but unpaid dividends before the payment of any amount to the holders of common stock, Series C-1 Convertible Preferred Stock and all other equity or equity equivalent
securities of the Company other than those securities that are explicitly senior to or on parity with the Series D Preferred with respect to liquidation preference.

Director Independence

The Board has determined that Messrs. Wiggins, McGuire and McCormick are independent directors, and that Messrs. Hachikian and Malleck,
who served on the Board of Directors during 2009, were independent directors, as defined by the rules of The Nasdaq Stock Market. The Board of Directors has established three standing committeesAudit, Compensation, and Nominating and
Governance. The Audit and Nominating and Governance Committees each operate under a charter that has been approved by the Board. Current copies of the charters of the Audit and Nominating and Governance Committees are posted in the Corporate
Governance section of the Companys website at www.cambridgeheart.com.

The members of the Audit Committee are
Mr. McGuire (Chairman), Mr. Wiggins and Mr. McCormick. The Board of Directors has determined that all members of the Audit Committee are independent as determined under Rule 10A-3 promulgated under the Securities Exchange Act of 1934
and as defined by the rules of The Nasdaq Stock Market.

The members of the Compensation Committee are Mr. McCormick
(Chairman), Mr. Wiggins and Mr. McGuire. All members of the Compensation Committee are independent as defined under the rules of The Nasdaq Stock Market.

The members of the Nominating and Governance Committee are Mr. Wiggins (Chairman), Mr. McGuire and Mr. McCormick. All
members of the Nominating Committee are independent as defined under the rules of The Nasdaq Stock Market.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Independent Auditors Fees

The following table summarizes the fees of Caturano and Company, PC billed to the Company for each of the last two fiscal years for audit
services and billed to the Company in each of the last two fiscal years for other services:



|                   |  |      |         |      |   |         |    
|------------------ |  | ---- | ------- | ---- | - | ------- | ---
|Fee Category       |  | 2009 |         | 2008 |  
|Audit Fees         |  | $    | 137,250 |      | $ | 125,000 |    
|Audit-Related Fees |  | $    |        |      | $ | 6,050   | (1)
|Total Fees         |  | $    | 137,250 |      | $ | 131,050 |    



|(1) | Consists of fees related to SEC filings and accounting consultation.
|--- | --------------------------------------------------------------------

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be
performed by the Companys independent auditor. This policy generally provides that the Company will not engage its independent auditor to render audit or non-audit services unless the service is specifically approved in advance by the Audit
Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.



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From time to time, the Audit Committee may pre-approve specified types of services that are
expected to be provided to the Company by its independent auditor during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The Audit Committee has also delegated to the chairman of the Audit Committee the authority to approve any audit or non-audit
services to be provided to the Company by its independent auditor. Any approval of services by a member of the Audit Committee pursuant to this delegated authority is reported on at the next meeting of the Audit Committee.

There were no audit or non-audit services provided to the Company for the fiscal year ended December 31, 2009 that were not approved
by the Audit Committee or its chairman.



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PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

(b) The following exhibits are filed as part of this Report on Form 10-K/A:



|        |  |                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                       
|31.1    |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 
|31.2    |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 30, 2010.



CAMBRIDGE HEART, INC.By:

/S/    ALI
HAGHIGHI-MOODAli Haghighi-Mood
President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                           |  |                                                                      |  |               
|------------------------------------------ |  | -------------------------------------------------------------------- |  | --------------
|Signature                                  |  | Title                                                                |  | Date          
|                                           |  |                                                                     
|/S/    ALI
HAGHIGHI-MOOD Ali
Haghighi-Mood |  | President and Chief Executive Officer (Principal Executive Officer)  |  | April 30, 2010
|                                           |  |                                                                     
|/S/    VINCENZO
LICAUSI Vincenzo LiCausi   |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | April 30, 2010



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EXHIBIT INDEX



|            |  |                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                       
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



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