ACN 111 970 257
Incentive Option Terms: Non-Executive Directors
1 Grant of Options
HeartWare Limited ( Company ) grants Dr Denis Wade ( Option Holder ) 250,000 Options
( Options ) to subscribe for and be allotted one fully paid ordinary share ( Share ) in the
Company for each Option on the terms and conditions set out in this document.
The Options are granted in three tranches of:
(a) 100,000 Options (Tranche 1) ;
(b) 100,000 Options (Tranche 2) ; and
(c) 50,000 Options (Tranche 3) .
3 Option Period
Each Option is exercisable at any time in the period:
(a) Tranche 1: commencing from and including the first anniversary of the date of issue;
(b) Tranche 2: commencing from and including the second anniversary of the date of issue; and
(c) Tranche 3: commencing from and including the third anniversary of the date of issue,
until 5.00pm (Sydney time) on the fifth anniversary of the date of issue (Option Period) and if the
Option is not exercised on or prior to the expiry of the Option Period, the Option will automatically
4 Condition precedent to exercise
It is a condition precedent to the exercise of the Tranche 2 and Tranche 3 Options that the Option
Holder is a director of the Company at the date of exercise of those Options.
5 Notice of Exercise
The Options may be exercised wholly or in part by giving notice in writing (Notice of Exercise)
to the Company at any time during the Option Period. Options may only be exercised in multiples
of 1000, unless all of the then unexercised Options are being exercised under the relevant Notice
6 Quotation of Options and Shares
(a) The Options will not be listed for quotation on ASX.
(b) Within one business day of the exercise of the Option the Company shall apply for the Shares
to be admitted for quotation on the Official List of ASX.
7 Exercise Price
The exercise price for e