INSIDER TRADING
POLICY THAT EXECUTIVE HAS PREVIOUSLY ENTERED INTO WITH THE COMPANY AND ALL
OUTSTANDING EQUITY AWARD AGREEMENTS ISSUED TO EXECUTIVE SET FORTH THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE EXECUTIVE AND THE COMPANY ON THE SUBJECT
MATTER HEREOF, AND SUPERSEDE ANY OTHER NEGOTIATIONS, AGREEMENTS, UNDERSTANDINGS,
ORAL AGREEMENTS, REPRESENTATIONS AND PAST OR FUTURE PRACTICES, WHETHER WRITTEN
OR ORAL, ON THE SUBJECT MATTER HEREOF.
NO PROVISION OF THIS AGREEMENT MAY BE
AMENDED, SUPPLEMENTED, MODIFIED, CANCELLED, OR DISCHARGED UNLESS SUCH AMENDMENT,
SUPPLEMENT, MODIFICATION, CANCELLATION OR DISCHARGE IS AGREED TO, IN WRITING,
SIGNED BY EXECUTIVE AND A DULY AUTHORIZED OFFICER OF THE COMPANY (OTHER THAN
EXECUTIVE); AND NO PROVISIONS HEREOF MAY BE WAIVED, EXCEPT IN WRITING, SO SIGNED
BY OR ON BEHALF OF THE PARTY GRANTING SUCH WAIVER.
(I)
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR
PROVISIONS OF THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH WILL REMAIN IN FULL FORCE AND
EFFECT.
(J)
NOTICES.
FOR THE PURPOSES OF THIS AGREEMENT, NOTICES, DEMANDS
AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT WILL BE IN WRITING
AND WILL BE DEEMED TO HAVE DULY GIVEN WHEN PERSONALLY DELIVERED OR MAILED BY
UNITED STATES CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, ADDRESSED AS FOLLOWS:
If to the Executive:
Jal S. Jassawalla
34 East Altarinda Drive
Orinda, CA 94563
If to the Company:
Chief Executive Officer
World Heart Corporation
4750 Wiley Post Way, Suite 120
Salt Lake City, Utah
84116
(K)
SUCCESSORS.
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL THE BUSINESS AND/OR ASSETS OF THE COMPANY, BY AGREEMENT IN
FORM AND SUBSTANCE SATISFACTORY TO EXECUTIVE, EXPRESSLY TO ASSUME AND AGREE TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD BE
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REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
THIS AGREEMENT
AND ALL RIGHTS UNDER THE AGREEMENT WILL BE BINDING UPON AND WILL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE PARTY'S PERSONAL OR LEGAL REPRESENTATIVES,
EXECUTORS, ADMINISTRATORS, HEIRS, AND SUCCESSORS.
In witness whereof, the parties have executed this Agreement as of the Effective
Date.
Executive:
World Heart Corporation:
/s/ Jal S. Jassawalla
By
/s/ Michael Sumner Estes
Jal S. Jassawalla
Michael Sumner Estes
Chairman, on behalf of the Board of Directors
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Exhibit A
Form of Release Agreement
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