Filed by Bowne Pure Compliance





Exhibit 10.28




	 	 	 
	HEARTWARE LIMITED

ABN 34 111 970 257

	 	

Level 57

MLC Centre

19-29 Martin Place

Sydney NSW 2000

Ph: (+61 2) 9238 2064

Fax: (+61 2) 9238 2063

www.heartware.com.au






Mr Tim J. Barberich

40 Elm Street

Concord, MA 01742




April 16, 2008




Dear Tim




LETTER OF APPOINTMENT — BOARD OF DIRECTORS




As discussed at our recent meeting, I am very pleased to confirm our offer of a position as a
Non-Executive Director of HeartWare Limited (“HeartWare” or “the Company”). We trust the
association will be mutually rewarding and we look forward to a long and successful relationship.



This letter sets out the terms of your directorship. It is agreed that this is a contract for
services and is not a contract of employment.



Appointment




Your appointment to the Board of Directors is for no fixed term and is otherwise in accordance with
the Company’s Constitution. Accordingly, your appointment will be confirmed by shareholders at the
Company’s next Annual General Meeting that is presently scheduled for mid-May 2009.



Time commitment




By accepting this appointment, you have confirmed that you are able to allocate sufficient time to
meet the expectations of your role that is likely to be in the vicinity of about 1-2 days per month
on average.



Role




The Board of Directors acts within a statutory framework — principally the Corporations Act and
the ASX Listing Rules in Australia and the Securities Exchange Act in the United States of America
— and also in accordance with the Constitution of HeartWare. Subject to this statutory framework,
the Board has the authority and the responsibility to perform the functions, determine the policies
and control the affairs of the Company.



The primary role of the Board is to provide effective governance over the affairs of HeartWare so
that the interests of all stakeholders are protected.


 


 









 





Your role will have a strong emphasis on leadership and strategic guidance for HeartWare both in
the short and long-term. Specifically, as a member of the Board of Directors you will:




	•	 	provide guidance, assistance and advice to the Chief Executive Officer on the overall
direction of HeartWare as a whole;







	•	 	provide input on HeartWare’s strategic aims; and







	•	 	endeavour to provide appropriate guidance on matters such as commercial opportunities,
funding strategies, growth areas etc.






Director’s Fee




As a director you will be entitled to directors’ fees of US$60,000 per annum (excluding
superannuation).



HeartWare will also grant you 200,000 options under the Company’s Employee Share Option Plan,
subject to shareholder approval as required under the ASX Listing Rules and other relevant
legislation. These options shall vest in three annual tranches commencing on the first anniversary
of the grant date. The options shall have an exercise price determined by the Board of Directors.



In addition to the above, reasonable out-of-pocket expenses incurred in the course of carrying out
your role will be reimbursed by the Company. Approval of the Chairman or Chief Executive Officer
should be obtained before traveling interstate or overseas on behalf of the Company.



Outside interests




It is accepted and acknowledged that you have business interests other than those of HeartWare and
have declared any conflicts that are apparent at present. In the event that you become aware of any
conflicts of interest, these should be disclosed to the Chairman as soon as apparent.



Confidentiality




All information acquired during your appointment is confidential to HeartWare and should not be
released, either during your appointment or following termination (by whatever means), to third
parties without prior clearance from the Chairman.



Your attention is also drawn to the requirements under both legislation and regulation as to the
disclosure of price sensitive information. Consequently, you should avoid making any public
statements that might risk a breach of these requirements without prior clearance from the
Chairman. To this end, a copy of Guidance Note 8: Continuous Disclosure from the ASX Listing Rules
is included for your information.



*     *     *     *     *




It would be appreciated if you could complete, sign and return the attached consent in order to
formalize your appointment.


 


 









 





The Board welcomes you as a member of the Board of Directors and trusts that the association will
be one of mutual benefit, reward and enjoyment.



Yours sincerely






Rob Thomas

Chairman





			
	Encl:	 	Consent to Act as a Director

ASX Guidance Note 8