Form of Exchange Agreement between the Registrant and Non-Employee Directors



 Exhibit 10.9 
 Summary of Exchange Agreements with Non-Employee Directors 
 On September 19, 2005, five of the
members of the Board of Directors, Robert Khederian, Richard Cohen, Jeffrey Langan, Kenneth Hachikian and Reed Malleck, entered into individual option exchange agreements with the Company (the form of which is attached) whereby an aggregate of
805,000 options, issued at varying times and at varying prices, were cancelled and replaced with a like aggregate of 805,000 options priced at $0.30, the last reported price that day. Of these, Mr. Khederian received 138,750, Dr. Cohen
received 287,500, Mr. Langan received 138,750, Mr. Hachikian received 120,000 and Mr. Malleck received 120,000. The new option grants will vest in 3 equal annual increments starting on the first anniversary of the grant. 







 CAMBRIDGE HEART, INC. 
 EXCHANGE AGREEMENT 
 This Exchange Agreement (the “Agreement”) is entered into as of
September 19, 2005 (the “Date of Grant”) by and between Cambridge Heart, Inc., a Delaware corporation (the “Company”) and
                                , a Director of the Company (the “Grantee”).

 RECITALS 
 Grantee is a
Director of the Company. The Company previously granted to Grantee certain options to purchase shares of the Company’s common stock, par value $0.001 (“Options”) under the Company’s 1996 Board and 2001 Stock Option Plans
(collectively, the “Plans”) and subject to the terms of existing stock option agreements with the Company. 
 The Grantee and the
Company now both desire to exchange those Options, as defined on Exhibit A, held by Grantee for the Exchange Options (as defined below), in accordance with and subject to the terms and conditions set forth below. 
 In consideration of the issuance of the Exchange Options, the Grantee is willing to accept the Exchange Options provided for in this Agreement and is
willing to abide by the obligations imposed on Grantee under this Agreement. 
 NOW THEREFORE, in consideration of the mutual benefits
hereinafter provided, and each intending to be legally bound, the Company and the Grantee hereby agree as follows: 
 SECTION 1. SURRENDER
OF OPTIONS. As a condition to entering into this Agreement and receiving any Exchange Options hereunder, Grantee hereby sells, assigns and transfers to the Company all right, title and interest in and to all of Grantee’s Options as listed
on Exhibit A, and surrenders and delivers to the Company herewith any and all agreements evidencing the Options being surrendered. 
 SECTION 2. ISSUANCE OF EXCHANGE OPTIONS. Subject to and effective upon the acceptance of the Options surrendered herewith and the other terms and conditions of this Agreement, the Company shall issue to the Grantee a like amount of
options under the Company’s 1996 and/or 2001 Stock Option Plan to purchase shares of common stock of the Company (the “Exchange Options”) pursuant to the stock option agreement(s) attached hereto as Exhibit B. 
 SECTION 3. EXCHANGE OPTIONS. The Grantee acknowledges and agrees that the Exchange Options are subject to all terms and conditions of the Stock
Option Plan and the stock option agreement attached hereto. 
 SECTION 4. TAXES. The parties hereto recognize that the Company
may be obligated to withhold federal, state and local income taxes, social security and Medicare taxes to the extent that the Grantee realizes ordinary income in connection with the vesting of the Exchange Options. The Grantee agrees that the
Company may withhold amounts needed to cover such taxes from payments otherwise due and owing to the Grantee, and also agrees that upon demand the Grantee will promptly pay to the Company any additional amounts as may be necessary to satisfy such
withholding tax obligation. Such payment shall be made in cash. 
 SECTION 5. NOTICES. Any notice to be given to the Company shall be
addressed to the Chief Executive Officer of the Company at the Company’s principal executive office, and any notice to be given to Grantee shall be addressed to Grantee at the address then appearing on the personnel records of the Company or at
such other address as either party hereafter may designate in writing to the other. Any such notice shall be deemed to have been duly given when deposited in the United States mail, addressed as aforesaid, registered or certified mail, and with
proper postage and registration or certification fees prepaid. 
  

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 SECTION 6. GOVERNING LAW. The law of the State of Delaware, except its law with respect to
choice of law, shall be controlling in all matters relating to this Agreement. 
 SECTION 7. NO EMPLOYMENT RIGHTS. Grantee
acknowledges and agrees that nothing herein or in any Plan applicable to the Options, nor any of the rights granted hereunder or thereunder to Grantee, shall be construed to (a) give Grantee the right to serve as a director of the Company or to
be employed by the Company or to any benefits specifically provided by the Company or under any of the applicable Plans, or (b) in any manner modify the right of the Company or any of its affiliates to modify, amend or terminate any of its
benefit plans. 
 SECTION 8. RELEASE OF CLAIMS. Upon execution of this Agreement and surrender of the Options, the Grantee
acknowledges that the Options and the rights of Grantee under the stock option agreements are terminated and Grantee hereby releases the Company from any and all claims or actions it may have, arising in the past, present or future, with respect to
the Options. 
 SECTION 9. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement and the exhibits hereto embody the entire agreement of
the parties hereto with respect to the exchange of the Options for the Exchange Options. This Agreement supersedes and replaces any and all prior oral or written agreements with respect to the subject matter hereof. This Agreement may be amended,
and any provision hereof waived, but only in writing signed by the party against whom such amendment or waiver is sought to be enforced. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future
occasion. 
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 IN WITNESS WHEREOF, the Company and the Grantee have caused this Agreement to be duly executed as of the
date first above written. 
  

									
	Company:	 		 	CAMBRIDGE HEART, INC.,
		 		 	 a Delaware corporation

					
		 		 		 	 By:
	 	  
			
	Grantee:	 		 	
					
		 		 		 		 	  
		 		 		 	 Name:
	 	

  

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