Exhibit 10.1








	 	 	 	 	 



Exhibit 10.1


HeartWare International, Inc.

Bonus Plan for Executive Officers




Adopted by the Compensation Committee of the Board of Directors on February 22, 2011





1. Purpose. The Compensation Committee of the Board of Directors of HeartWare
International, Inc. (together with its affiliates, the “Company”) has adopted this Plan in order to
provide incentives in the form of cash bonuses to the Company’s executive officers to make
significant contributions to the Company’s success.



2. Administration.



(a) This Plan shall be administered by the Compensation Committee (the “Committee”) of the
Company’s Board of Directors. Subject to the express terms of the Plan, the Committee shall have
full power and authority to construe, interpret and administer the Plan. The Committee’s decisions
hereunder shall be final and binding.



(b) The Committee shall from time to time: (i) determine the executive officers who will
participate in the Plan (each, a “Participant”) for any fiscal year or other period (a “Performance
Period”); (ii) set a target bonus amount and any additional potential bonus amounts for each
Participant for each Performance Period; and (iii) establish Performance Goals in accordance with
Section 3 and any other terms and conditions applicable to participants’ incentive bonuses for each
Performance Period.



(c) A Participant’s potential bonus and applicable Performance Goals established under the
Plan shall be evidenced by a writing delivered to the Participant and containing such other terms
and conditions not inconsistent with the provisions of the Plan as the Committee considers
necessary or advisable to achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.



3. Performance Goals.



(a) The Committee shall establish for each Participant and for each Performance Period one or
more goals related to the performance (defined by absolute and/or relative measures) of the
Company, any of its divisions, business units, subsidiaries, regions, products or lines of
business, and/or the Participant personally (“Performance Goals”). Such Goals may be based on any
one or more of the following criteria: number of units; revenue; revenue growth; sales; expenses;
margins; net income; earnings or earnings per share; cash flow; cash use; shareholder return;
return on investment; return on invested capital, assets, or equity; profit before or after tax;
operating profit (GAAP or non-GAAP); return on research and development investment; market
capitalization; clinical trials (enrollment; completion; other factors); product development and
improvements and milestones; commercialization of devices; FDA and other regulatory filings,
milestones and approvals; audit results; market share; cycle time reductions; customer satisfaction
measures; strategic positioning or marketing programs; business/information systems improvements;
expense management; infrastructure support programs; human resource programs; customer programs;
technology development programs; and any other financial metric(s) and/or operational or strategic
programs. Personal performance may be a multiplier against other Performance Goals.



(b) The Committee may determine threshold, target(s), or other levels of performance that must
be achieved, with corresponding threshold, target, maximum, upside, or other bonus payments
contingent upon the attainment of the relevant Performance Goals. In establishing the performance
levels, the Committee may specify the measures to be used to evaluate Performance Goal achievement
and the weighting of each Performance Goal.



4. Bonus Payments.



(a) Within a reasonable time after the end of any Performance Period and before payment of any
bonus, the Committee shall determine the extent to which the respective Performance Goals and any
other material terms of the bonus awards have been satisfied.



(b) The Committee shall determine the effect on any payment under the Plan of the disability,
death, retirement or other termination of service of a Participant. The Committee may in its
discretion at any time modify or terminate any Participant’s eligibility for any payment hereunder
if the Committee determines that the Participant has engaged in activity in competition with, or
otherwise harmful to the interests of, the Company. No benefit under the Plan may be assigned or
transferred by a Participant during the Participant’s lifetime.



(d) Participants may defer receipt of all or any portion of a bonus under this Plan if and to
the extent permitted under any deferred compensation plan of the Company.



(e) A Participant shall pay to the Company, or make provision satisfactory to the Committee
for payment of, any taxes required by law to be withheld in respect of payments under the Plan no
later than the date of the event creating the tax liability. The Company may, to the extent
permitted by law, deduct any such tax obligations from the Participant’s respective bonus or from
any other payment due to the Participant.


 


 









 





5. Change in Control. In addition to any rights a Participant may have under a Change
of Control Agreement with the Company, in order to preserve a Participant’s rights hereunder in the
event of a change in control of the Company (as defined by the Committee), the Committee in its
discretion may, at any time, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to any payment hereunder, (ii) provide for payment to the
Participant upon the change in control of cash or other property equal to the amount that would
otherwise have been paid hereunder, (iii) adjust the criteria applicable to the payment of any
amount hereunder in a manner determined by the Committee to reflect the change in control, (iv)
cause the Company’s obligations under this Plan to be assumed, or new obligations substituted
therefor, by another entity, or (v) make such other provision as the Committee may consider
equitable to Participants and in the best interests of the Company.



6. Unfunded Plan. The Plan shall be unfunded. The Company shall not be required to
segregate any assets for payment under the Plan, nor shall the Plan be construed as providing for
such segregation, nor shall the Company, the Board of Directors or the Committee be deemed to be a
trustee of any amount payable under the Plan. Any liability of the Company to any Participant under
the Plan shall be based solely upon any contractual obligations that may be created pursuant to the
Plan, and no such obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company.



7. No Right to Continued Employment. No person shall have any claim or right to
participate in the Plan. Participation in any period shall not confer any right to participate in
any subsequent period. Neither the adoption, maintenance or operation of the Plan nor any
notification of a potential bonus hereunder shall confer upon any person any right with respect to
continued employment with the Company nor shall they interfere with the rights of the Company at
any time to terminate or otherwise change the terms of his or her employment, including, without
limitation, the right to promote, demote or otherwise re-assign any employee from one position to
another within the Company.



8. Amendment and Termination of Plan. The Committee may amend, suspend or terminate
the Plan in order to comply with any legal requirements or for any other purpose permitted by law.
The Committee shall determine the effect of such action on any proposed payment(s) under the Plan.



9. Governing Law. The Plan shall be governed by, and construed in accordance with, the
internal laws of the Commonwealth of Massachusetts.