24 months of Executive’s Base Salary, as then in effect, minus one month of Executive’s Base Salary, as then in effect, for each complete month of service worked during Year 2, subject to execution of a Release, as set forth in Section 7(g) below.  In addition, any Company stock options held by Executive that are vested on the date of Executive’s termination or resignation will be exercisable for up to twelve months after such termination or resignation; provided that such extended exercise period may be modified by the terms of the definitive agreement for a change of control of the Company.

(d)           Termination after Year 2.  In the event the Company terminates Executive’s employment without Cause or Executive resigns from his employment with the Company for Good Reason on or after February 4, 2011, and such termination or resignation constitutes a Separation from Service, the Company will pay Executive a lump sum severance payment equal to the highest level of severance to which any other Executive Vice President or Senior Vice President of the Company is entitled pursuant to a written agreement with, or written plan or policy affecting, such executive, but in no event will Executive’s severance payment equal less than six months of Executive’s Base Salary, as then in effect, subject to execution of a Release, as set forth in Section 7(g) below.  In addition, any Company stock options held by Executive that are vested on the date of Executive’s termination or resignation will be exercisable for up to twelve months after such termination or resignation; provided that such extended exercise period may be modified by the terms of the definitive agreement for a change of control of the Company.

(e)           Good Reason.  For purposes of this Agreement, “Good Reason” will consist of any one of the following:  (i) a material diminution of Executive’s authority or responsibilities as Executive Vice President/Chief Technology Officer; (ii) other than as set forth in Section 3(c) of this Agreement, a material decrease of Executive’s compensation or benefits, unless the decrease is proportional to an across-the-board decrease affecting all senior executives; (iii) a material breach by the Company of any material provision of this Agreement; or (iv) an involuntary relocation of Executive’s principal work location for the Company outside of the San Francisco Bay Area.  Before any resignation for Good Reason, Executive will provide the Company with specific written notice about the circumstances allegedly constituting Good Reason within 90 days after the occurrence of the circumstances, and the Company will have 30 days to cure, if such conduct is reasonably susceptible to being cured.  A resignation for Good Reason must take place within 60 days after the end of the cure period.

(f)            Termination due to Death or Disability.  In the event Executive’s employment with the Company terminates due to death or Disability (as defined in the Plan), the Plan will govern Executive’s outstanding stock options, provided that Executive’s vested options will be exercisable for up to twelve months after such termination event, as permitted by the Plan.

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(g)           Release of Claims.  The Company’s obligation to make the payments and provide the benefits under Sections 7(b) through (d) will be conditioned upon (i) Executive’s execution of a Release within 70 days following Executive’s Separation from Service and (ii) Executive’s not revoking such release within any period permitted under applicable law.  In no event will severance benefits be provided to Executive unless and until the Release becomes effective.  Any lump sum payment owed to Executive will be paid within 30 days following the effective date of the Release, but in no event later than March 15 of the year following the year in which the Separation from Service occurs.

8.             Section 409A of the Internal Revenue Code and Specified Employees.   Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits will not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 8 will be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due under the Agreement will be paid as otherwise provided herein.  For purposes of Section 409A of the Code, Executive’s right to receive the payments of compensation pursuant to the Agreement will be treated as a right to receive a series of separate payments and accordingly, each payment will at all times be considered a separate and distinct payment.

9.             Miscellaneous.

(a)           Legal Fees.  The Company will reimburse Executive’s reasonable and documented legal fees incurred in connection with review of this Agreement and the related term sheet, up to a maximum of $2,000.  Any such reimbursement will be paid to Executive within 60 days of delivery to the Company of the appropriate documentation, provided Executive must deliver such documentation to the Company no later than January 10, 2010.  The right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(b)           Tax Matters.  Executive agrees that Executive is responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment or equity award made to Executive hereunder (or any arrangement contemplated hereunder), that Executive’s receipt of any benefit hereunder is conditioned on Executive’s satisfaction of any applicable withholding or similar obligations that apply to such benefit, and that any cash payment owed to Executive hereunder will be reduced to satisfy any such withholding or similar obligations that may apply thereto.

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(c)           Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

(d)           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(e)           Advice of Counsel.  Each party to this Agreement acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement.  This Agreement shall not be construed against any party by reason of the drafting of preparation hereof.

(f)            Dispute Resolution.  To ensure the rapid and economical resolution of any and all disputes that arise in connection with this Agreement or Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement or interpretation of this Agreement, Executive’s employment or the termination of Executive’s employment (collectively, “Claims”), will be resolved to the fullest extent permitted by law exclusively by final, binding, and confidential arbitration in San Francisco, California, conducted by the American Arbitration Association (“AAA”) or its successors, under the then applicable AAA rules by a single arbitrator.  Claims subject to this arbitration provision will (i) include, but not be limited to, Claims pursuant to any federal, state or local law or statute, including (without limitation) the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans With Disabilities Act of 1990; the federal Fair Labor Standards Act; and state anti-discrimination statutes; and Claims pursuant to any common law, tort law or contract law, including (without limitation) breach of contract or other promise, discrimination, harassment, retaliation, wrongful discharge, fraud, misrepresentation, defamation, and emotional distress; and (ii) exclude Claims that by law are not subject to arbitration.  The arbitrator will:  (1) have the authority to compel adequate discovery for the resolution of all Claims and to award such relief as would otherwise be permitted by law; and (2) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award.  The Company will pay all of the arbitrator’s fees.  Executive and the Company acknowledge that, by agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any Claims through a trial by jury or judge or by administrative proceeding.  Nothing in this Agreement is intended to prevent Executive or the Company from obtaining injunctive relief in court if the award to which such party might obtain in arbitration may be rendered ineffectual without provisional relief.  As provided

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in the AAA rules, any arbitration award may be enforced by any court of competent jurisdiction.

(g)           Governing Law.  This Agreement will be construed and enforced in accordance with and be governed by the laws of the State of California.

(h)           Entire Agreement.  This Agreement, the Proprietary Rights Agreement, the Amended and Restated Code of Conduct and the 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.

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Exhibit A

Form of Release Agreement

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