Exhibit 10.1
 (HEARTWARE LOGO)HeartWare International, Inc.Nonstatutory Stock Option Notice
    
    Grant No.:________
 Option Options Agreement Common Stock Company Plan You must return an executed copy of this Notice to the Company within 30 days of
the date hereof. If you fail to do so, the Options will be null and void.
 Grant Date: [GRANT DATE]
    
    Number of Shares: [NUMBER]
 Exercise Price
 Expiration Date th Expiration
Date
 Exercisability Schedule
 (a)
    
    25% of the Options become exercisable on the first anniversary of the
Grant Date (the Initial Vesting Date), and
 (b)
    
    25% of the Options become exercisable on each subsequent anniversary of
the Grant Date after the Initial Vesting Date through the fourth anniversary of
the Grant Date.
 Acceleration Events
 
    
    To the extent not already exercisable or previously terminated, your Options
will become 100% exercisable as of the effective date of a Change in Control or
liquidation or dissolution of the Company and as of the date of your death or
your ceasing to be employed by the Company or an Affiliate by reason of
Disability or Retrenchment (as all such foregoing capitalized terms are defined
in the Agreement).
 HEARTWARE INTERNATIONAL, INC.By:Date:
  Enclosures:
    
    Nonstatutory Stock Option Agreement
    
    OPTIONEEProspectus for the HeartWareInternational, Inc. 2008 Stock Incentive PlanExercise FormDate:




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Nonstatutory Stock Option Agreement
 Under The
 HeartWare International, Inc. Stock Incentive Plan
 Terminology
 Exercise of Options
 Exercisability
 Right to Exercise
 Exercise Procedure
 (i)
    
    notice, in such manner and form as the
Administrator may require from time to time, specifying the number of
Shares to be purchased under the Options; and
 (ii)
    
    full payment of the Exercise Price for the
Shares or properly executed, irrevocable instructions, in such manner
and form as the Administrator may require from time to time, to
effectuate a broker-assisted cashless exercise, each in accordance
with Section 2(d) of this Agreement.
  Method of Payment
 (i)
    
    delivery of cash, certified or cashiers
check, money order or other cash equivalent acceptable to the
Administrator in its discretion;
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(ii)
    
    a broker-assisted cashless exercise in
accordance with Regulation T of the Board of Governors of the Federal
Reserve System through a brokerage firm approved by the
Administrator;
 (iii)
    
    subject to such limits as the
Administrator may impose from time to time, tender (via actual
delivery or attestation) to the Company of other shares of Common
Stock of the Company which have a Fair Market Value on the date of
tender equal to the Exercise Price;
 (iv)
    
    subject to such limits as the Administrator
may impose from time to time and applicable legal, regulatory,
listing or other requirements, by authorizing the Company to withhold
a number of Shares to be issued upon exercise of the Options which
Shares have a Fair Market Value equal to the Exercise Price;
 (v)
    
    any other method approved by the
Administrator; or
 (vi)
    
    any combination of the foregoing.
 Issuance of Shares upon Exercise Original Distribution Date Exchange Act
  Termination of Service
 Termination of Unexercisable Options
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Exercise Period Following Termination of Service
      Misconduct
 Change in Status
 Nontransferability of Options
 Nonqualified Nature of the Options not
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Withholding of Taxes Withholding Taxes Sale to Cover Shares Sale to Cover Election  ; FINRA Dealer Form 144 Filing Rule 144 Securities Act Regulation S
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Adjustments
 Non-Guarantee of Employment or Service Relationship
 No Rights as a Stockholder
 The Companys Rights
 Restrictions on Issuance of Shares
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Notices
 Entire Agreement
 Amendment provided however
 Conformity with Plan
 Section 409A
 No Obligation to Minimize Taxes
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Effect on Other Employee Benefit Plans
 Governing Law
 Headings
 Electronic Delivery of Documents
 No Future Entitlement
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Personal Data
 Glossary begins on next page
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GLOSSARY
 Administrator
 Affiliate
 Cause
  Change in Control 
 Change in Ownership of the Company
 Change in Effective Control of the Company
 Change in the Ownership of Assets of the Company
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Common Stock
 Company
 Disability
 Fair Market Value
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Good Reason
 Plan
 Retrenchment
   Service
 Shares
 Stock Option Notice
 You Your
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Date:(Optionee)Received by HeartWare International, Inc. on_____________________________, ____By: