**EXHIBIT 10.2**

 

May27, 2005

 

Mr.Richard A. Juelis

2829Bowling Green Drive

WalnutCreek, California 94598

 

DearRich:

 

Weare pleased to confirm our offer of employment with World Heart Inc. (the “Company”)for the position of Vice President, Finance and Chief Financial Officer,reporting to Jal S. Jassawalla, the Company’s President & Chief ExecutiveOfficer.

 

Thefollowing is designed to serve as a record of the essential terms ofemployment, which we trust, are in accordance with our discussions.

 
| COMMENCEMENT  OF |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| EMPLOYMENT:      | June  3, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| REMUNERATION:    | Your  initial gross base salary will be $200,000 per annum payable bi-weekly. Your  base salary will be reviewed in January 2006, in accordance with the  Company’s compensation policy.                                                                                                                                                                                                                                                                                  |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| OPTIONS:         | Upon joining the Company,  you will be eligible to receive a grant of options to purchase 275,000 common  shares of World Heart Corporation, subject to approval by the Board of  Directors. The option price will be the fair market value of the World Heart  Corporation shares on the date the options are granted. All terms and  conditions of your options will be as stated in the World Heart Corporation  Employee Stock Option Plan and any option grant documents. |
| .                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| BENEFITS:        | You  will be eligible to participate in the World Heart medical, vision and dental  benefit program the first day of the calendar month following your date of  hire. You will be covered under the group life insurance program effective  your date of hire. You will be eligible to participate in the World Heart  401(k) Savings & Investment Plan on the first of the month following  thirty (30) days of employment.                                               |

 

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| VACATION              | Although  the vacation year of the company is on a calendar basis, currently vacation  entitlement accrues on a monthly basis and shall be taken in accordance with  the WorldHeart Leave Request Policy. Your vacation will accrue at a rate of  1.250 days per month (three weeks per year). The maximum vacation balance  that can be carried forward from one calendar year to the next is 150% of the  annual allotment (4.5 weeks).                                                                                                                                             |
|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| OTHER  TERMS:         | It  is the intent of our Board of Directors to review and put in place a plan  that addresses Executive Compensation under the following conditions:  Termination Without Cause and Change of Control (with constructive  dismissal). You will be eligible to receive benefits under these conditions  in the areas of accelerated vesting of options and salary continuance. We  anticipate that this plan will be presented and reviewed by the board at the  next compensation committee meeting in Q3, 2005. Your salary continuance  would be six months under these conditions. |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| OFFICE  HOURS:        | The  Company’s hours are from 8:00 a.m. to 5:00 p.m., Monday to Friday. You will  be expected, at a minimum to be working during those hours. Due to the nature  of the company’s business, it will be necessary from time to time to work  additional hours.                                                                                                                                                                                                                                                                                                               |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| PROPRIETARY  RIGHTS   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| AGREEMENT:            | As a condition of employment you must sign the  attached agreement regarding confidential information and proprietary rights  (Proprietary Rights Agreement).                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| DRUG  SCREENING:      | Your  employment is contingent upon satisfactory drug screening results consistent  with World Heart policy. Drug screening results must be obtained before your  start date. A DFWP Consent and Test Appointment Form and the Forensic Drug  Testing Custody and Control Form are enclosed.                                                                                                                                                                                                                                                                                          |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| BACKGROUND  CHECKING: | This  offer is contingent upon the results of background checking that will be  conducted on behalf of World Heart Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| RIGHT  TO WORK:       | In  order to comply with federal regulations relative to “right to work”  authorization (Immigration Reform Act of 1986), you will be required to  present forms and documentation which establish your eligibility to work in  the United States. Please complete Section I of the enclosed Form I-9, and  bring it with you on your first                                                                                                                                                                                                                                 |

 

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|   | day  of employment with either: One document from List A; or two documents, one  from List B and one from List C. Documents presented must be originals. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

Pleasereturn your background check paperwork (Release and Supplemental Data forms)to Delna Ramirez, as soon as possible. Please bring your employment eligibility documents with you on yourstart date.  If you have any furtherquestions, please do not hesitate to call Monica Lippis at (510) 563-4737.

 

Youremployment at World Heart Inc. will be for no specified term and is considered “employmentat will”.  By accepting this offer ofemployment you understand and agree that your employment is for no definite ordeterminable period and may be terminated at any time, with or without priornotice or cause, at the option of either you or the Company, and that nopromises or representations contrary to the foregoing are binding on theCompany unless made in writing and signed by you and the Company’s designatedrepresentative.  If you need furtherclarification prior to your start date, please call Delna Ramirez at (510)563-4909 or Monica Lippis at (510) 563-4717.

 

Thisletter states the entire agreement of the parties with respect to youremployment with World Heart Inc. and supersedes and replaces all prior andcontemporaneous agreements, understandings, negotiations and discussionswhether oral or written of the parties. Also, beyond this letter there are no warranties, representations,understandings or other agreements between the parties in connection with thesubject matter except as specifically set forth in this agreement and none havebeen relied on.

 

Thisoffer of employment will expire unless we have received your signed acceptanceprior to **5:00 p.m. on Tuesday, May 31,2005**.  I am certain thatyou will find working at World Heart to be both challenging and rewarding andwe look forward to you joining us.

 

Sincerely,

 

WorldHeart Inc.

 

 
| /s/                                       |   |
|-------------------------------------------|--------|
| Jal  S. Jassawalla                        |
| President  & Chief Executive Officer. |

 

Ihave been given a copy of this letter and have read and understand itsterms.  I hereby accept the terms andconditions of employment outlined above.

 

 
| ACCEPTED | Date:      |                 |   |
|----------|------------|----------------------|--------|
|     |       |                 |
|     |       |                 |
|     | Signature: | /s/Richard A. Juelis |   |
|          |            |                      |        |  |

 

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