THE TIME OF YOUR
DEATH, THE COMPANY WILL CONTINUE TO PROVIDE SUCH MEDICAL AND DENTAL INSURANCE
WITHOUT CHARGE TO YOUR WIFE UNTIL SUCH TIME AS SHE IS ELIGIBLE FOR FULL MEDICARE
COVERAGE.
All other employee benefits ceased on the Employment Termination Date, except to
the extent provided in this letter agreement.
5. STOCK OPTIONS.
ANY NON-QUALIFIED (NON-STATUTORY) OPTIONS THAT YOU HOLD TO
PURCHASE SHARES OF THE COMPANY'S COMMON STOCK PURSUANT TO THE COMPANY'S STOCK
OPTION PLANS WILL CONTINUE TO VEST WHILE YOU ARE A CONSULTANT TO THE COMPANY.
6. LEGAL REPRESENTATION.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND YOUR
SIGNATURE WILL COMMIT YOU TO ITS TERMS.
YOU ACKNOWLEDGE THAT YOU HAVE BEEN
ADVISED BY THE COMPANY TO DISCUSS ALL ASPECTS OF THIS AGREEMENT WITH AN ATTORNEY
BEFORE SIGNING IT, THAT YOU HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE
PROVISIONS OF THIS AGREEMENT, AND THAT YOU ARE KNOWINGLY AND VOLUNTARILY
ENTERING INTO THIS AGREEMENT.
7. ENTIRE AGREEMENT.
THIS LETTER CONSTITUTES THE ENTIRE AGREEMENT REGARDING ITS
SUBJECT MATTER AND SUPERSEDES ANY PREVIOUS AGREEMENTS OR UNDERSTANDINGS BETWEEN
US RELATED TO SUCH SUBJECT MATTER. THIS LETTER WILL NOT AFFECT ANY OF YOUR
RIGHTS OR ANY OF THE COMPANY'S OBLIGATIONS UNDER YOUR INDEMNIFICATION AGREEMENT
WITH THE COMPANY OR ANY OF THE COMPANY'S RIGHTS OR YOUR OBLIGATIONS UNDER YOUR
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT IN FAVOR OF THE COMPANY, DATED
OCTOBER 17, 2005, EACH OF WHICH WILL CONTINUE IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS.
IN SIGNING THIS AGREEMENT, YOU ARE NOT RELYING UPON
ANY ORAL PROMISES OR REPRESENTATIONS MADE BY ANYONE AT OR ON BEHALF OF THE
COMPANY.
8. GOVERNING LAW.
THIS AGREEMENT WILL BE INTERPRETED AND ENFORCED UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
Please indicate your agreement to the terms of this Agreement by signing and
returning to me a copy of this letter on or before October 31, 2005.
All of us at the Company thank you for your tremendous contributions to the
Company in the past as Founder, Chief Executive Officer and leader.
We look
forward to continuing to have the benefit of your wise advice and counsel in
your new role as Senior Advisor.
Sincerely,
/s/ Michael R. Minogue
Michael R. Minogue
Chairman, President and Chief Executive
Officer
I understand and agree completely to the foregoing, and sign it knowingly and
voluntarily under seal on the date written below.
/s/ David M. Lederman
October 17, 2005
David M. Lederman
Date
ABIOMED, INC.
CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT
(APPENDIX TO CONSULTING AGREEMENT)
IN CONSIDERATION of my continued consultancy with ABIOMED, Inc., and/or any one
or more of its subsidiaries or affiliates (collectively the "Company"), I hereby
agree as follows:
1.
INVENTIONS AND OTHER DEVELOPMENTS.
1.1
I HEREBY ASSIGN AND TRANSFER TO THE COMPANY ALL OF MY RIGHT, TITLE AND
INTEREST IN AND TO ANY AND ALL DEVELOPMENTS. THE TERM "DEVELOPMENTS" SHALL MEAN
ALL IDEAS, INVENTIONS, DISCOVERIES, DESIGNS, ALGORITHMS, OR CONCEPTS
(COLLECTIVELY, "CONCEPTS"), WHETHER OR NOT PATENTABLE OR