EXHIBIT 10.2


 


May
27, 2005


 


Mr.
Richard A. Juelis


2829
Bowling Green Drive


Walnut
Creek, California 94598


 


Dear
Rich:


 


We
are pleased to confirm our offer of employment with World Heart Inc. (the “Company”)
for the position of Vice President, Finance and Chief Financial Officer,
reporting to Jal S. Jassawalla, the Company’s President & Chief Executive
Officer.


 


The
following is designed to serve as a record of the essential terms of
employment, which we trust, are in accordance with our discussions.


 


	
  COMMENCEMENT
  OF

  	
   

  
	
  EMPLOYMENT:

  	
  June
  3, 2005

  
	
   

  	
   

  
	
  REMUNERATION:

  	
  Your
  initial gross base salary will be $200,000 per annum payable bi-weekly. Your
  base salary will be reviewed in January 2006, in accordance with the
  Company’s compensation policy.

  
	
   

  	
   

  
	
  OPTIONS:

  	
  Upon joining the Company,
  you will be eligible to receive a grant of options to purchase 275,000 common
  shares of World Heart Corporation, subject to approval by the Board of
  Directors. The option price will be the fair market value of the World Heart
  Corporation shares on the date the options are granted. All terms and
  conditions of your options will be as stated in the World Heart Corporation
  Employee Stock Option Plan and any option grant documents.

  
	
  .

  	
   

  
	
  BENEFITS:

  	
  You
  will be eligible to participate in the World Heart medical, vision and dental
  benefit program the first day of the calendar month following your date of
  hire. You will be covered under the group life insurance program effective
  your date of hire. You will be eligible to participate in the World Heart
  401(k) Savings & Investment Plan on the first of the month following
  thirty (30) days of employment.

  



 





















 


	
  VACATION

  	
  Although
  the vacation year of the company is on a calendar basis, currently vacation
  entitlement accrues on a monthly basis and shall be taken in accordance with
  the WorldHeart Leave Request Policy. Your vacation will accrue at a rate of
  1.250 days per month (three weeks per year). The maximum vacation balance
  that can be carried forward from one calendar year to the next is 150% of the
  annual allotment (4.5 weeks).

  
	
   

  	
   

  
	
  OTHER
  TERMS:

  	
  It
  is the intent of our Board of Directors to review and put in place a plan
  that addresses Executive Compensation under the following conditions:
  Termination Without Cause and Change of Control (with constructive
  dismissal). You will be eligible to receive benefits under these conditions
  in the areas of accelerated vesting of options and salary continuance. We
  anticipate that this plan will be presented and reviewed by the board at the
  next compensation committee meeting in Q3, 2005. Your salary continuance
  would be six months under these conditions.

  
	
   

  	
   

  
	
  OFFICE
  HOURS:

  	
  The
  Company’s hours are from 8:00 a.m. to 5:00 p.m., Monday to Friday. You will
  be expected, at a minimum to be working during those hours. Due to the nature
  of the company’s business, it will be necessary from time to time to work
  additional hours.

  
	
   

  	
   

  
	
  PROPRIETARY
  RIGHTS

  	
   

  
	
  AGREEMENT:

  	
  As a condition of employment you must sign the
  attached agreement regarding confidential information and proprietary rights
  (Proprietary Rights Agreement).

  
	
   

  	
   

  
	
  DRUG
  SCREENING:

  	
  Your
  employment is contingent upon satisfactory drug screening results consistent
  with World Heart policy. Drug screening results must be obtained before your
  start date. A DFWP Consent and Test Appointment Form and the Forensic Drug
  Testing Custody and Control Form are enclosed.

  
	
   

  	
   

  
	
  BACKGROUND
  CHECKING:

  	
  This
  offer is contingent upon the results of background checking that will be
  conducted on behalf of World Heart Inc.

  
	
   

  	
   

  
	
  RIGHT
  TO WORK:

  	
  In
  order to comply with federal regulations relative to “right to work”
  authorization (Immigration Reform Act of 1986), you will be required to
  present forms and documentation which establish your eligibility to work in
  the United States. Please complete Section I of the enclosed Form I-9, and
  bring it with you on your first

  



 


2





















 


	
   

  	
  day
  of employment with either: One document from List A; or two documents, one
  from List B and one from List C. Documents presented must be originals.

  



 


 


Please
return your background check paperwork (Release and Supplemental Data forms)
to Delna Ramirez, as soon as possible. 
Please bring your employment eligibility documents with you on your
start date.  If you have any further
questions, please do not hesitate to call Monica Lippis at (510) 563-4737.


 


Your
employment at World Heart Inc. will be for no specified term and is considered “employment
at will”.  By accepting this offer of
employment you understand and agree that your employment is for no definite or
determinable period and may be terminated at any time, with or without prior
notice or cause, at the option of either you or the Company, and that no
promises or representations contrary to the foregoing are binding on the
Company unless made in writing and signed by you and the Company’s designated
representative.  If you need further
clarification prior to your start date, please call Delna Ramirez at (510)
563-4909 or Monica Lippis at (510) 563-4717.


 


This
letter states the entire agreement of the parties with respect to your
employment with World Heart Inc. and supersedes and replaces all prior and
contemporaneous agreements, understandings, negotiations and discussions
whether oral or written of the parties. 
Also, beyond this letter there are no warranties, representations,
understandings or other agreements between the parties in connection with the
subject matter except as specifically set forth in this agreement and none have
been relied on.


 


This
offer of employment will expire unless we have received your signed acceptance
prior to 5:00 p.m. on Tuesday, May 31,
2005.  I am certain that
you will find working at World Heart to be both challenging and rewarding and
we look forward to you joining us.


 


Sincerely,


 


World
Heart Inc.


 


 


	
  /s/

  	
   

  
	
  Jal
  S. Jassawalla

  
	
  President
  & Chief Executive Officer.

  



 


I
have been given a copy of this letter and have read and understand its
terms.  I hereby accept the terms and
conditions of employment outlined above.


 


 


	
  ACCEPTED

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/Richard A. Juelis

  	
   

  
					



 


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