Filed by Bowne Pure Compliance



 




Exhibit 10.1


SEPARATION AGREEMENT


Separation Agreement, dated September 12,
2007, between Jane Reedy (“Employee”), HeartWare, Inc., a Delaware
corporation (the “Company”), and, as to Sections 2, 6,
7, and 9 only, HeartWare Limited, an Australian corporation (the
“Parent”).


RECITALS


A.       Employee is currently
employed by the Company as the Vice President of Sales and Marketing, pursuant
to an Employment Agreement, dated as of April 14, 2005, between Employee
and the Company, as amended by letter agreement dated November 13, 2006
(as so amended, the “Employment Agreement”).


B.        The Company and
Employee desire to enter into this Agreement to set forth the agreement of the
parties regarding Employee’s resignation from the Company, effective
December 31, 2007 (the “Resignation Date”).


C.        The Company has
delivered an initial draft of this Agreement to Employee. Following the
execution and delivery of this Agreement, Employee understands that she will
have seven (7) days to rescind the Agreement, should she so choose.


Now, Therefore, in consideration of the
promises, representations, warranties and covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


1. Resignation; Compensation
and Expense Reimbursements.


1.1
Resignation. Employee shall resign from all positions with the Company,
effective as of the Resignation Date. Until the Resignation Date, Employee
shall continue to be employed by the Company with her current title of Vice
President of Sales and Marketing and will continue to receive or accrue all her
current compensation and benefits during that period.


1.2
Compensation. The Company irrevocably agrees to cause its payroll
service to pay Employee the aggregate sum of $220,000.00, less applicable
withholding, which shall not be at a higher percentage than currently being
withheld for such payments, (the “Severance Payment”),
representing twelve (12) months of Employee’s base salary,
commencing in January 2008, provided that Employee has not revoked
her acceptance of this Agreement pursuant to Section 10. The Severance Payment
shall be made bi-weekly in accordance with the Company’s normal payroll
policy, over the twelve (12) month period following the Resignation Date.





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2. Stock
Options. On or about the date of the Employment Agreement, Employee was
granted options to purchase an aggregate of 1,146,306 ordinary shares of the
Parent (the “Option Shares”) under the Parent’s Employee
Stock Option Plan (the “ESOP”), at an exercise price of AU$0.50 per
share, subject to certain vesting requirements. Of such grant, 50% of such
Option Shares, equal to 573,153 Option Shares, are vested and exercisable (the
“Vested Options”). Pursuant to the terms of the ESOP, the Vested
Options shall remain exercisable until the close of business on
January 31, 2008, a period of 30 days following the Resignation Date.
Thereafter, the Vested Options shall expire according to their terms and be of
no further force or effect. Employee shall receive separate documentation from
the Company’s Human Resources Department regarding the procedure for
exercising the Vested Options.


3. Insurance.
Employee’s coverage for insurance under the Company’s health
insurance plan will remain in place to and including the Resignation Date. If
Employee wishes to continue the coverage after the Resignation Date, she will
be obligated to pay the full amount of the premiums for such insurance
(including any incremental expenses in connection with pre-existing conditions
and increases in premiums as permitted or required under COBRA). A separate
notice under COBRA will be sent to Employee from the Company’s Human
Resources Department regarding insurance.


4. Return of Company
Property. On the Resignation Date, Employee will return to the Company all
credit cards issued to her, and any other property of the Company in her
possession. Employee will remain responsible for any personal charges made to
her Company credit card, and any other monies owed to the Company.


5. Confidentiality.


5.1 Proprietary
Information Agreement. Employee agrees that she will remain bound by her
existing Proprietary Information, Confidentiality and Inventions Assignment
with the Company (the “Proprietary Information Agreement”) in
accordance with its terms; such Agreement shall survive the execution of this
Agreement and the Resignation Date, in accordance with its terms, and the
releases granted hereunder shall not release Employee from any obligations
thereunder. A copy of the Proprietary Information Agreement is attached hereto
as Exhibit A, and is incorporated herein by reference.


5.2 Return of
Property. Employee irrevocably agrees that on the Resignation Date, she
will return to the Company all documents, reports, written and electronic
files, memoranda, records, manuals, data or other materials that Employee
received, prepared or helped prepare in connection with her employment with the
Company, and all other Company property.


6. Non-Disparagement.


6.1 Reference
Requests. In response to any inquiries or reference requests to the Company
by any person in any capacity concerning matters relating to Employee’s
employment with the Company, the parties agree to direct such requests to
Douglas Godshall, the Company’s Chief Executive Officer.
Mr. Godshall may disclose Employee’s job description, title, period
of employment and compensation and nothing else, except that he shall state
that Employee’s separation was voluntary and shall confirm her status as
the Vice President of Sales and Marketing of the Company during the period
prior to the Resignation Date.


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6.2
Non-Disparagement. Employee shall not take any action intended to damage
or disparage the Company or the Parent, or their respective products and
services, affiliates, officers, directors, stockholders, agents, employees or
representatives. Neither the Company nor the Parent will take any action
intended to damage or disparage Employee and each shall use its commercially
reasonable efforts to prevent its affiliates, officers, directors,
stockholders, agents, employees and representatives from damaging or
disparaging Employee.


7. Release of Claims.


7.1 Employee
Release. Employee hereby releases (the “Employee
Release”) each of the Company, its past and present officers,
directors, stockholders, employees and agents, and the Parent, any subsidiary
or other affiliated entity and their respective past and present officers,
directors, trustees, stockholders, employees and agents, and each of their
respective heirs, distributees and personal and legal representatives (all of
the foregoing, including the Company, being referred to as the
“Company Released Parties”) from all claims, demands or
causes of action that Employee may now have, or has ever had, whether known or
unknown, either at law, in equity, or mixed (“Claims”),
against any of the Company Released Parties up to the date of execution of this
agreement, except as provided in the last two sentences of this
Section 7.1. Without limiting the generality of the foregoing, Employee
also specifically releases each of the Company Released Parties from any and
all claims, demands and causes of action that have been or could have been
asserted as a result of Employee’s employment with the Company,
separation from employment or other status with the Company, including but not
limited to all wrongful discharge claims; all claims relating to any contracts
of employment (other than this Agreement), express or implied; any covenant of
good faith and fair dealing, express or implied; any tort of any nature; any
claims relating to harassment or discrimination of any sort, any claims arising
out of any federal, state or municipal statute or ordinance; any claims under
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination
In Employment Act of 1967, as amended, the Family and Medical Leave Act of
1993, the Fair Labor Standards Act of 1938, as amended, the Federal
Rehabilitation Act of 1973, the Americans with Disabilities Act of 1992, any
claim under the California Fair Employment and Housing Act, the California
Labor Code, the California Family Rights Act or at common law, and similar
provisions under the laws of any other State, and any other laws or regulations
relating to employment, discrimination, retaliation or civil rights and any and
all claims for attorneys’ fees and costs. In addition, and not in
limitation of the foregoing, Employee hereby forever releases and discharges
each of the Company Released Parties from any liability or obligation to
reinstate or reemploy her in any capacity following the Resignation Date.
Employee further agree that, on the Resignation Date, she will execute and
deliver to the Company a second General Release in the form attached hereto as
Exhibit B, releasing the Company from any claims arising between
the date of execution of this agreement and the Resignation Date.
Notwithstanding anything to the contrary contained in this Section 7.1,
Employee does not intend to release, and this Agreement shall not be construed
as releasing, (i) any unperformed obligations of the Company arising
pursuant to this Agreement, (ii) any indemnification obligations that the
Company may have with respect to claims, demands and causes of actions by third
parties that may arise from Employee’s permitted actions as an officer of
the Company while she was employed by the Company, (iii) any claims
arising during the period between the date of execution of this agreement and
the Resignation Date and (iv) any claims for workers compensation benefits
arising under the applicable state or federal law. This General Release shall
be construed as broadly as possible under applicable law but shall not include
any claim for indemnification under California Labor Code Section 2802 or
California Corporations Code Section 317 or any other claim the release of
which would violate California or federal statutory law or the public policy of
the State of California.


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7.2 Company
Release. The Company releases Employee from all claims, demands and causes
of action that it now has or has ever had against her, but expressly excluding
from this release any obligations of Employee to the Company imposed by the
express terms of this Agreement or the Proprietary Information Agreement. The
Company further agrees that, on the Resignation Date, it will execute and
deliver to Employee a second General Release in the form attached hereto as
Exhibit C, releasing her from any claims arising between the date
of execution of this agreement and the Resignation Date.


7.3 Waiver of
Section 1542. The parties also expressly waive any and all rights and
benefits conferred under the terms of California Civil Code Section 1542,
which provides as follows:


“A general release does not extend to claims which the
creditor does not know or suspect exist in his or her favor at the time of
executing the release, which, if known by him or her, must have materially
affected his or her settlement with the debtor.”


8. Covenant Not to Sue.
Employee represents and warrants that she has not filed any complaints, charges
or claims for relief against any of the Company Released Parties with any
local, state or federal court, administrative body or adjudicative body.
Employee and the Company further agree and covenant not to sue, bring any
claims or charges against or commence any legal action against each other, or,
with regard to Employee, any of the Company Released Parties, with respect to
any matters arising out of or relating to Employee’s employment with or
separation from the Company, except as to claims arising out of the terms and
conditions of this Agreement or as described in the last two sentences of
Section 7.1, above. Nothing in this release of claims shall be construed
as prohibiting Employee from making a future claim with the Equal Employment
Opportunity Commission or any similar state agency including, but not limited,
to the California Department of Fair Employment and Housing, provided,
however, that should Employee pursue such an administrative action against
the Company Released Parties, Employee agrees and acknowledges that she will
not seek, nor shall she be entitled to recover, any monetary damages from any
such proceeding.


9. Confidentiality of this
Agreement. The parties covenant and agree that they shall keep the terms of
this Agreement completely confidential and that they shall not disclose the
terms of this Agreement to anyone except:



	 	(a)	 	Employee may make disclosures to members of her family;






	 	(b)	 	The Company may make disclosures internally to employees, managers,
directors and officers and externally to potential and actual investors,
purchasers and lenders, provided that such disclosures will be made only
to the extent reasonably necessary;






	 	(c)	 	Either party may make disclosures to her or its attorneys, accountants
and/or financial advisors;





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	 	(d)	 	Either party, as well as the Parent, may make disclosures as required by
law, the EEOC, or other U.S. or foreign government agencies, it being
understood that the Parent and the Company will be issuing press releases and
making such other filings with U.S. and foreign stock exchanges and regulatory
agencies, including without limitation the ASX, regarding Employee’s
separation with the Company; and






	 	(e)	 	The parties may disclose the terms of this Agreement to the extent
necessary in an action arising out of an alleged breach of this Agreement.





No disclosures will be made pursuant to
subparagraph (a), (b) or (c) above unless the disclosing party
takes reasonable precautions to ensure that the confidentiality of this
Agreement and its terms are maintained by the individuals to whom it is
disclosed.


10. No Further Amounts
Owed. Employee acknowledges and agrees that the Company’s promises,
payments and obligations contained in this Agreement are in consideration of
the promises, representations, and warranties made by Employee contained in
this Agreement, and are in consideration of, and in full satisfaction for, all
amounts of any kind, if any, the Company does owe, might owe or could owe
Employee, as an employee of the Company or in any other capacity, or with
respect to any services Employee may have rendered before, on or after the
Resignation Date that may have benefited or may in the future benefit the
Company. Employee acknowledges and agrees that, except as specifically set
forth in Section 1.2 hereof and for payments she will receive for her
service between the date of execution of this agreement and the Resignation
Date, she is owed by the Company no additional payments of any kind, as an
employee or consultant of the Company or in any other capacity, including, but
not limited to, wages, salary, vacation time or pay, notice pay, expenses,
including relocation expenses (whether submitted or not), profit sharing,
bonuses, insurance, finders’ fees, participation payments, reimbursements
and other amounts under the Employment Agreement.


11. Knowing and Voluntary
Waiver/OWBPA. This Agreement is intended to comply with the Older
Workers’ Benefit Protection Act of 1990 (“OWBPA”) with regard
to Employee’s waiver of rights under the Age Discrimination in Employment
Act of 1967 (“ADEA”):



	 	(a)	 	Employee is specifically waiving rights and claims under the ADEA.






	 	(b)	 	The waiver of rights under the ADEA does not extend to any rights or
claims arising after the date this Agreement is signed by Employee.






	 	(c)	 	Employee is receiving consideration in addition to what she would
otherwise be entitled.






	 	(d)	 	Employee acknowledges that she has been advised to consult with an
attorney before signing this Agreement.






	 	(e)	 	Pursuant to the ADEA, Employee acknowledges that she has been given the
opportunity to have twenty-one (21) days to consider whether to execute
this Agreement.





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	 	(f)	 	This Agreement shall become effective on the eighth (8th) day
following the date on which it is signed by Employee. Employee acknowledges
that she may revoke her approval of this Agreement in the seven-day period
following the date on which she signs this Agreement. Notice of revocation must
be in writing, and received by Iliana Garcia of the Company’s Human
Resources Department, within the seven-day period. This Agreement shall not be
effective, and neither the Company nor Employee shall have any rights or
obligations hereunder, until the expiration of the seven-day revocation
period.





12. Representations and
Warranties. Employee represents and warrants that (i) she has had an
opportunity to review this Agreement with legal counsel and other advisors of
her choice and to ask questions and receive answers from representatives of the
Company; and (ii) she is executing this Agreement and agreeing to its
terms of her own free will and volition.


13. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of both parties
and the Company Released Parties and their respective successors and assigns,
including any corporation with which or into which the Company may be merged or
which may succeed to its assets or business; provided, however, that the
obligation of Employee are personal and Employee’s rights and interests
hereunder may not be sold, transferred, assigned, pledged, encumbered or
otherwise transferred, except as otherwise expressly permitted by the
provisions of this Agreement.


14. Entire Agreement. This
Agreement and the Proprietary Information Agreement contain the entire
understanding of the parties with respect to the matters contained herein, and
supersede all proposals and agreements, written or oral, and all other
communications between the parties relating to the subject matter of this
Agreement. Other than as stated herein, the parties agree and acknowledge that
no representations, promises or inducements have been offered or made to induce
any party to enter into this Agreement and that they are competent to execute
this Agreement.


15. Governing Law. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of California without regard to its conflict of laws rules.


16. Settlement. This
Agreement is entered into pursuant to a settlement that Employee and the
Company are making solely to avoid any further expense. Accordingly, this
Agreement and the actions taken pursuant hereto are not to be construed as any
admission of liability on the part of the Company or Employee and the Company
and Employee each expressly deny any such liability.


17. Counterparts; Facsimile
Signatures. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original. Any party may execute this
Agreement by a facsimile signature, which shall operate as an original.


[signature page follows]


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In witness whereof, the parties have
caused this Agreement to be executed as a sealed instrument as of the date
first written above.


HEARTWARE, INC.


By: /s/
Douglas
Godshall                                          

Douglas
Godshall

President and Chief Executive Officer




/s/ Jane
Reedy                                                            


Jane Reedy


Agreed to and accepted as to
Sections 2,6, 7 

and 9 only, as of the date first written above:


HEARTWARE LIMITED


By: /s/ Douglas
Godshall                                  

Name:
Douglas Godshall

Title: President and Chief Executive Officer




 


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EXHIBIT A

PROPRIETARY
INFORMATION AGREEMENT


[Attached hereto]


 





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EXHIBIT A


PROPRIETARY INFORMATION, CONFIDENTIALITY

AND INVENTIONS ASSIGNMENT AGREEMENT


The undersigned, Jane
Reedy, in consideration of and as a condition of my engagement as an employee
of HeartWare, Inc., a Delaware corporation (the “Company”),
does hereby agree with the Company as follows:


1.            I
will not, whether during or after the termination or cessation of my
employment, reveal to any person, association or company any of the trade
secrets or confidential information concerning the organization, business or
finances of the Company so far as they have come or may come to my knowledge,
except as may be in the public domain through no fault of mine, and I shall
keep secret all matters entrusted to me and shall not use or attempt to use any
such information in any manner which may injure or cause loss or may be
calculated to injure or cause loss whether directly or indirectly to the
Company or for any purpose other than the performance of my duties on behalf of
the Company.


Further, I agree that
during the period of my employment I shall not make, use or permit to be used,
even if not in the nature of a trade secret or otherwise marked confidential,
any notes, memoranda, drawings, specifications, programs, data, know how, trade
secrets, or other materials of any nature relating to any matter within the
scope of the business of the Company or concerning any of its dealings or
affairs otherwise than for the benefit of the Company. I further agree that I
shall not, after the termination of my employment, use or permit to be used,
even if not in the nature of a trade secret or otherwise marked confidential,
any such notes, memoranda, drawings, specifications, programs, data, know how,
trade secrets, or other materials, it being agreed that any of the foregoing
shall be and remain the sole and exclusive property of the Company and that
immediately upon the termination or cessation of my employment I shall deliver
all of the foregoing, and all copies thereof, to the Company, at its main
office.


2.            If
at any time or times during my employment, I shall (either alone or with
others) make, conceive, discover, reduce to practice or become possessed of any
invention, modification, discovery, design, development, improvement, process,
formula, data, technique, know-how, secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registrable
under copyright or similar statutes or subject to analogous protection) (herein
called “Inventions”) in any application that relates to the
business of the Company or any of the products or services being developed,
manufactured, marketed, sold or otherwise provided by the Company or which may
conveniently be used in relation therewith, or results from tasks assigned me
by the Company or results from the use of premises, equipment, supplies,
facilities or confidential information owned, leased or contracted for by the
Company, such Inventions and the benefits thereof shall immediately become the
sole and absolute property of the Company, and I shall promptly disclose to the
Company (or any persons designated by it) each such Invention and hereby assign
any rights, including without limitation any patent, copyright or other
intellectual property rights, I may have or acquire in the Inventions and
benefits and/or rights resulting therefrom to the Company without compensation
and shall communicate, without cost or delay, and without publishing the same,
all available information relating thereto (with all necessary plans and
models) to the Company. I hereby further represent and acknowledge that any and
all such Inventions made, conceived, discovered or reduced to practice prior to
the date hereof, whether or not I am the named inventor, are owned solely by
the Company, and that I have no right, title or interest therein, and I
agree that upon the request of the Company, and without any compensation to me,
I will take such action and execute such documents as the Company may request
to evidence and perfect the Company’s ownership of such Inventions.


 


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I will also promptly
disclose to the Company any other invention, modification, discovery, design,
development, improvement, process, formula, data, technique, know-how, secret
or intellectual property right whatsoever or any interest therein (whether or
not patentable or registrable under copyright or similar statutes or subject to
analogous protection) made, conceived, discovered, reduced to practice or
possessed by me (either alone or with others) at any time or times during my
employment for the purpose of determining whether they constitute
“Inventions,” as defined herein.


Upon disclosure of
each Invention to the Company, I will, at the request and cost of the Company,
sign, execute, make and do all such deeds, documents, acts and things as the
Company and its duly authorized agents may reasonably require:


(a)            to
apply for, obtain and vest in the name of the Company alone (unless the Company
otherwise directs) letters patent, copyrights or other analogous protection in
any country throughout the world and when so obtained or vested to renew and
restore the same; and


(b)            to
defend any opposition proceedings in respect of such applications and any
opposition proceedings or petitions or applications for revocation of such
letters patent, copyright or other analogous protection.


In the event the
Company is unable, after reasonable effort, to secure my signature on any
letters patent, copyright or other analogous protection relating to an
Invention, whether because of my physical or mental incapacity or for any other
reason whatsoever, I hereby irrevocably designate and appoint the Company and
its duly authorized officers and agents as my agent and attorney-in-fact (which
designation and appointment shall be (i) deemed coupled with an interest
and (ii) irrevocable, and shall survive my death or incapacity), to act
for and in my behalf and stead to execute and file any such application or
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright or other analogous
protection thereon with the same legal force and effect as if executed by me.


3.            I
agree that any breach, or threatened breach, of this Agreement by me could
cause irreparable damage and that in the event of such breach, or threatened
breach, the Company shall have, in addition to any and all remedies of law, the
right to an injunction, specific performance as well as all other equitable
relief to prevent the violation of my obligations hereunder without the
necessity of any proof of actual damages or the posting of a bond or other
security.


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4.            I
understand that this Agreement does not create an employment agreement with the
Company or other obligation on the part of the Company to retain my services as
a employee.


5.            I
represent that the Inventions identified in the pages, if any, attached hereto
comprise all the Inventions which I have made or conceived prior to my
engagement by the Company, which Inventions are excluded from this Agreement. I
understand that it is only necessary to list the title of such Inventions and
the purpose thereof but not details of the Invention itself. IF THERE ARE ANY
SUCH UNPATENTED INVENTIONS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE.
OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH
EXCLUSIONS.           


I further represent
that my performance of all the terms of this Agreement, and my performance as a
employee of the Company, does not and will not breach any agreement to keep in
confidence proprietary information acquired by me in confidence or in trust
prior to my engagement by the Company. I have not entered into, and I agree I
will not enter into, any agreement either written or oral in conflict herewith.


I further represent
that if the representations set forth in the preceding paragraph are
inapplicable, I have attached hereto a copy of each agreement, if any, which
presently affects my compliance with the terms of this Agreement (such copy
specifies the other contracting party or employer, the date of such agreement,
the date of termination of any employment.) IF THERE ARE ANY SUCH AGREEMENTS,
THE UNDERSIGNED SHOULD INITIAL HERE. OTHERWISE IT WILL BE DEEMED THAT THERE ARE
NO SUCH AGREEMENTS.


6.            Any
waiver by the Company of a breach of any provisions of this Agreement shall not
operate or be construed as a waiver of any subsequent breach hereof.


7.            I
hereby agree that each provision herein shall be treated as a separate and
independent clause, and the unenforceability of any one clause shall in no way
impair the enforceability of any of the other clauses herein. Moreover, if one
or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to scope, activity or subject so as to be
unenforceable at law, such provision or provisions shall be construed by the
appropriate judicial body by limiting and reducing it or them, so as to be
enforceable to the extent compatible with the applicable law as it shall then
appear.


8.            My
obligations under this Agreement shall survive the termination or cessation of
my employment regardless of the manner of such termination or cessation and
shall be binding upon my heirs, executors and administrators.


9.            This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York, without regard to principles of conflicts of law.


10.            For
purposes of this Agreement, the term “employment” shall also mean
any period of consultancy with the Company.


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11.            The
term “Company” shall include HeartWare, Inc., a Delaware
corporation, and any of its predecessors, parents, subsidiaries, successors,
subdivisions or affiliates. The Company shall have the right to assign this
Agreement to its successors and assigns, and all covenants and agreements
hereunder shall inure to the benefit of and be enforceable by said successors
or assigns.


IN WITNESS WHEREOF,
the undersigned has executed this Agreement as of the 14 day of April,
2005.


EMPLOYEE


/s/ Jane
Reedy                                                               


Name: Jane Reedy


HEARTWARE, INC.


By: /s/
Stuart
McConchie                                             

Stuart McConchie

President and CEO




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EXHIBIT B


GENERAL RELEASE OF
CLAIMS


In consideration of
the promises set forth in that certain Separation Agreement between Heartware,
Inc. (the “Company”) and me, dated September 12, 2007
(the “Agreement”) I, on behalf of myself and my heirs,
executors, administrators and assigns (collectively, the
“Releasors”), hereby release each of the Company, its past
and present officers, directors, stockholders, employees and agents, and
Heartware Limited, its parent company, any subsidiary or other affiliated
entity and their respective past or present officers, directors, trustees,
stockholders, employees and agents, and each of their respective heirs,
distributees and personal and legal representatives (all of the foregoing,
including the Company, being referred to as the “Company Released
Parties”) from all claims, demands or causes of action that I may now
have, or have ever had, whether known or unknown, either at law, in equity, or
mixed (“Claims”), against any of the Company Released
Parties up to the date hereof, except as provided in the immediately following
paragraph hereof. Without limiting the generality of the foregoing, I also
specifically release each of the Company Released Parties from any and all
claims, demands and causes of action which have been or could have been
asserted as a result of my employment with the Company, separation from
employment or other status with the Company, including but not limited to all
wrongful discharge claims; all claims relating to any contracts of employment
(other than this Agreement), express or implied; any covenant of good faith and
fair dealing, express or implied; any tort of any nature; any claims relating
to harassment or discrimination of any sort, any claims arising out of any
federal, state or municipal statute or ordinance; any claims under Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination In Employment
Act of 1967, as amended, the Family Medical Leave Act of 1993, the Fair Labor
Standards Act of 1938, as amended, the Federal Rehabilitation Act of 1973, the
Americans with Disabilities Act of 1992, the California Fair Employment and
Housing Act, the California Labor Code, the California Family Rights Act, or at
common law, and similar provisions under the laws of any other State, and any
other laws or regulations relating to employment, discrimination, retaliation
or civil rights and any and all claims for attorneys’ fees and costs. In
addition, and not in limitation of the foregoing, I hereby forever release and
discharge each of the Company Released Parties from any liability or obligation
to reinstate or reemploy me in any capacity.


Notwithstanding the
foregoing, I do not intend to release, and this General Release shall not be
construed as releasing, any unperformed obligations of the Company arising
pursuant to the Agreement. This General Release shall be construed as broadly
as possible under applicable law but shall not include any claim for
indemnification under applicable Worker’s Compensation statutes or law,
California Labor Code Section 2802, or California Corporations Code
Section 317 or any other claim the release of which would violate
California or federal statutory law or the public policy of the State of
California.





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I also expressly waive
any and all rights and benefits conferred under the terms of California Civil
Code Section 1542, which provides as follows:


“A general release does not extend to claims which the
creditor does not know or suspect exist in his or her favor at the time of
executing the release, which, if known by him or her, must have materially
affected his or her settlement with the debtor.”


I have not filed any
complaints, charges or claims for relief against any of the Company Released
Parties with any local, state or federal court, administrative body or
adjudicative body. I further agree and covenant not to sue, bring any claims or
charges against or commence any legal action against the Company, or any of the
Company Released Parties, with respect to any matters arising out of or
relating to my employment with or separation from the Company, except as to
claims arising out of the terms and conditions of this Agreement.




	 	 	 
	                                               	 	Date:                                      
	   	 	 




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EXHIBIT C


GENERAL RELEASE OF
CLAIMS


In consideration of
the promises set forth in that certain Separation Agreement between Heartware,
Inc. (the “Company”) and Jane Reedy
(“Employee”), dated September 12, 2007 (the
“Agreement”), the Company hereby releases Employee from all
claims, demands and causes of action that it now has or has ever had against
her, but expressly excluding from this General Release any obligations of
Employee to the Company imposed by the express terms of the Agreement or the
Proprietary Information Agreement (as defined in the Agreement).


The Company has not
filed any complaints, charges or claims for relief against Employee with any
local, state or federal court, administrative body or adjudicative body. The
Company further agrees and covenants not to sue, bring any claims or charges
against or commence any legal action against Employee with respect to any
matters arising out of or relating to her employment with or separation from
the Company, except as to claims arising out of the terms and conditions of
this Agreement or the Proprietary Information Agreement.


HEARTWARE, INC.



	 	 	 
	By:           
                    
                    
    	 	Date:                     
	 	 	 
	 	 	 





 


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