EXHIBIT 10.1


 


May
19, 2005


 


John
J. Vajda


330
N. Mathilda Avenue, #407


Sunnyvale,
California 94085-1855


 


 


Dear
John:


 


We are pleased to confirm our offer of employment with World Heart Inc.
(the “Company”) for the position of V.P. of Manufacturing, reporting to Jal
Jassawalla, the Company’s President & C.E.O.


 


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
  9, 2005

  
	
   

  	
   

  
	
  REMUNERATION:

  	
  Your
  initial gross base salary will be $150,000 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 250,000 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.

  



 





















 


	
  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 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,


 


2





















 


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 Monday, May 23, 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
  & C.E.O.

  



 


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/John J. Vajda

  	
   

  
					



 


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