Form of Stock Option Agreement



 Exhibit 10.6 

CAMBRIDGE HEART, INC. 

Nonstatutory Stock Option Agreement 

For Non-Employee Directors 

Granted Under 2001 Stock Incentive Plan 
  

	1.	Grant of Option. 

 This agreement
evidences the grant by Cambridge Heart, Inc., a Delaware corporation (the “Company”), on March     , 2010 (the “Grant Date”) to
                    , (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the
Company’s 2001 Stock Incentive Plan (the “Plan”), a total of 100,000 shares (the “Shares”) of common stock, $.001 par value per share, of the Company (“Common Stock”) at
$         per Share (the “Option”). Unless earlier terminated, this Option shall expire on March     , 2020 (the “Final Exercise Date”). 

It is intended that the Option evidenced by this agreement shall be a “Nonstatutory Stock Option” as defined in the Plan. Except as otherwise
indicated by the context, the term “Participant”, as used in this Option, shall be deemed to include any person who acquires the right to exercise this Option validly under its terms. 

 

	2.	Vesting Schedule. 

 (a)
General. This Option will become exercisable (“vest”) as to 100% of the original number of Shares on the first anniversary of the Grant Date. 

(b) Acceleration Upon Change in Control. Notwithstanding the foregoing, this Option will immediately vest in full in the event a
Change in Control (as defined in Section 7) of the Company occurs. 
 (c) Cumulative Right of Exercise. The right to
exercise the Option shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested
until the earlier of the Final Exercise Date or the termination of this Option under the Plan. 
  

	3.	Exercise of Option. 

 (a)
Form of Exercise. Each election to exercise this Option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the
Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this Option may be for any fractional share. 

(b) Continuous Relationship with the Company Not Required. This Option may be exercised by Participant, regardless of whether the
Participant, at the time he or she exercises this Option, is, or has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in








 
Section 424(e) or (f) of the Code, provided, however, that this Option shall be exercisable only to the extent that the Participant was entitled to exercise this Option on the
date of such cessation. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date, this Option shall be exercisable by an authorized transferee of the Participant, provided
that this Option shall be exercisable only to the extent that this Option was exercisable by the Participant on the date of his or her death or disability. 
  

	4.	Withholding. 

 No Shares will be issued
pursuant to the exercise of this Option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of
this Option. 
  

	5.	Nontransferability of Option. 

 This
Option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this
Option shall be exercisable only by the Participant. 
  

	6.	Provisions of the Plan. 

 This Option is
subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Option. 
  

	7.	Change in Control. 

 As used in
Section 2 above, the term “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (c) below (including an event or occurrence that constitutes a Change in Control under
one of such subsections but is specifically exempted from another such subsection): 
 (a) The acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after
such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (i) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or
(ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company or (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or 
 (b) Such time as the
Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the
Board (i) who was a member of the Board on the date of the execution of this Agreement or (ii) who 
  

 - 2 - 








 
was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board
was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; or 

(c) The consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a
sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, all or substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of Common Stock
and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively. 

[Remainder of page intentionally left blank] 
  

 - 3 - 








 IN WITNESS WHEREOF, the Company has caused this Option to be executed under its corporate seal by its duly
authorized officer. This Option shall take effect as a sealed instrument. 
  

									
		 		 		 	CAMBRIDGE HEART, INC.
					
	Dated:	 	  
	 		 	By:	 	  

		 		 		 		 	Name:
		 		 		 		 	Title:

  

 - 4 - 








 PARTICIPANT’S ACCEPTANCE 

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy
of the Company’s 2001 Stock Incentive Plan. 
  

			
	PARTICIPANT:
	
	  

		
	Address:	 	  

		
		 	  

		
		 	  




 

 - 5 - 








 NOTICE OF STOCK OPTION EXERCISE 

Date:                     

 Cambridge Heart, Inc. 

100 Ames Pond Road 

Tewksbury, MA 01876 

Attention: Treasurer 

Dear Sir or Madam: 

I am the holder of a Nonstatutory Stock Option granted to me under the Cambridge Heart, Inc. (the “Company”) 2001 Stock Incentive Plan on March
    , 2010 for the purchase of 100,000 shares of Common Stock of the Company at a purchase price of $         per share. 

I hereby exercise my Option to purchase          shares of Common Stock (the “Shares”), for which I
have enclosed                      in the amount of             . Please register my
stock certificate as follows: 
  

							
		 	Name(s):	 	  
	 	
				
		 		 	  
	 	
				
		 	Address:	 	  
	 	
				
		 		 	  
	 	
				
		 		 	  
	 	
				
		 	Tax I.D. #:	 	  
	 	

  

	
	Very truly yours,
	
	  

	(Signature)

  

 - 6 -