Exhibit 10.20

April 6, 2007

A. Richard Juelis2829 Bowling Green DriveWalnut Creek, California 94598

Dear Rich,

Thisletter agreement will memorialize certain modifications to the terms of youremployment and compensation by World Heart Corporation (the “Company”)in connection with the Company’sefforts to monetize its Canadian taxloss carryforwards (the “Monetization Project”) and prepare for reincorporationin the United States.

Effectiveas of the date hereof, in addition to your usual duties and responsibilities asVice President, Finance and Chief Financial Officer of the Company, you will beexpected to devote a portion of your business time and attention to the Monetization Project as directed bythe Chief Executive Officer or the Board of Directors.

***Salary Reduction***

Effectiveas of April 4, 2007, your current base salary will be decreased to: (i) 75% ofyour current base salary during the remainder of the Company’s second fiscalquarter of this fiscal year and (ii) 50% of your current base salary during theCompany’s third fiscal quarter and thereafter, in each case, subject toapplicable withholdings, in accordance with the Company’s standard payrollpractices. You willcontinue to be able to participate in the Company’s benefit plans that are generallymade available to full-time employees from time to time, in accordance withtheir stated terms and conditions.  Ofcourse, the Company’s benefit plans are subject to the Company’s right to amendor terminate them in its sole and absolute discretion.

***Special Incentive Bonus***

Asa special incentive bonus in connection with the Monetization Project, ifsuccessfully completed, you would be entitled to receive 5% of the aggregategross monetization proceeds to the Company, the first one-third of which wouldbe payable in the Company’s common shares (the “Special Bonus Shares”) issuableunder the Company’s 2006 Equity Incentive Plan (the “Plan”). You will vest inthe Special Bonus Shares upon the Company entering into a definitive agreementfor the purposes of monetization, provided that you are providingservices to the Company at the time such definitive agreement is entered into,and in that case such Special Bonus Shares will be earned and payable whenvested.  The number of Special Bonus Shareswill be determined by dividing the cash equivalent of the one-third of the 5%of the gross monetization

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proceedsset forth in such definitive agreement or plan of arrangement by the closingtrading price per share on the Nasdaq Capital Market (or such other market onwhich the Company’s common shares are then traded) on the day before the dateof determination. The remaining two-thirds of the special incentive bonus willbe payable in cash upon successful completion of the Monetization Project andthe receipt by the Company of the total monetization proceeds in one or moretranches, pro rata, if such proceeds are received in one or more tranches bythe Company. This remaining two-thirds cash portion of the special incentivebonus will be payable if you are continuing to perform services for the Companyon the Monetization Project, even if you are not an employee at the time suchtotal monetization proceeds are received, except in the event of your priortermination for Cause (as defined in the Plan).

Notwithstandinganything else herein to the contrary, the vesting of the Special Bonus Shares(but not of any other portion of the special incentive bonus) will beaccelerated by the Board of Directors in the event that the Board of Directorsdetermines that, despite your efforts and contribution to the preparation,negotiation and implementation of the Monetization Project, the transaction isnot completed and no definitive agreement or plan of arrangement is enteredinto, provided that all of the following conditions are met: (i) thedefinitive agreement is not executed due to an event or events outside of yourcontrol, such as changes in the applicable Canadian tax laws resulting in theinability to monetize tax losses, unforeseen bankruptcy of the potential buyeror bad faith refusal to proceed on behalf of the potential buyer; (ii) thepreparation efforts relating to the Monetization Project have beensubstantially completed as determined in good faith by the Board of Directorsof the Company; and (iii) the Company’s Board of Directors approved aresolution to proceed with the reincorporation in the United States.

Inthe event that all of the foregoing conditions are met, the Special BonusShares will be vested, earned and payable, and the determination of the numberthereof will be made by the Board of Directors based upon the amount of thepreviously targeted monetization proceeds****as set forthin a letter of intent or other similar non-binding agreement relating to theMonetization Project. If such letter of intent refers to a range of possibleproceeds to the Company, the determination of the number of Special BonusShares will be made based upon the middle of that range.

***Performance Shares Grant***

Inaddition, subject to approval by the Compensation Committee or the Board ofDirectors, you will be awarded a grant of up to 50,000 performance shares (the “PerformanceShares”) pursuant to the terms and conditions of the Plan and the PerformanceShare Grant Notice and Agreement under the Plan.   The Performance Shares will be earned uponthe achievement by you of performance milestones as follows: 50,000 shares inthe event of and upon substantial completion of an equity or debt financingtransaction by the Company resulting in gross proceeds of not less than $15****million by September 30, 2007; provided that you areproviding services to the 

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Companyat the time such transaction is substantially completed.  These Performance Shares will be fully vestedwhen paid, which shall be immediately upon the achievement of the performancemilestones, and in any event not later than within two and a half months afterthe end of the fiscal year in which the Compensation Committee or the Board ofDirectors determines that the performance goals have been achieved.

It is important that youunderstand that your employment with the Company is at-will.  As such, by accepting the terms of thisletter agreement, you acknowledge that there is no agreement, express orimplied, between yourself and the Company for any specific period ofemployment, nor for continuing or long-term employment.  Both you and the Company have the right toterminate your employment, with or without cause, and with or without notice,at any time for any reason.  Upon anysuch termination, except as set forth in this letter agreement, you will beentitled only to any base salary due through your last day worked, and anyaccrued but unused paid time off.

Exceptas expressly modified by this letter agreement, all terms, conditions andprovisions of your existing agreements governing the terms of your employmentby the Company, including without limitation your offer letter dated May 27,2005 and your Proprietary Right Agreement, shall continue in full force and effect.

This letter agreementshall be construed under and governed by the laws of the State of California,without regard to any conflict of law provisions, and shall be binding upon andinure to the benefit of the parties hereto and their respective heirs, personalrepresentatives, successors or permitted assigns.  If any portion of this letter agreementshould be determined by a court or arbitrator to be illegal, invalid orunenforceable, the remaining parts of the letter agreement will not be affectedthereby and any such illegal, invalid or unenforceable part shall be revised bysuch court or arbitrator to the minimum extent necessary to render such partlegal, valid, and enforceable, while preserving as much as possible theoriginal intent of the parties.

You may wish to consultwith your own legal counsel or tax advisors prior to determining whether toaccept these terms of this letter agreement.

If you wish to acceptthese terms of this letter agreement, please sign this letter in thespace provided.

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Very truly yours,

World Heart Corporation
| By:    |   | /s/ Jal S. Jassawalla                                    |   |   |
|--------|--------|----------------------------------------------------------|--------|--------|
|   |   | Jal S. Jassawalla  President and Chief Executive Officer |   |   |

 

I UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OFTHE LETTER AGREEMENT SET FORTH ABOVE.

| /s/ A. Richard  Juelis |   | April 6, 2007 |   |   |
|------------------------|--------|---------------|--------|--------|
| A. Richard Juelis      |   | Date          |   |   |

 

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