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Exhibit 10.35
HeartWare Limited
ACN 111 970 257
Incentive Option Terms: Non-Executive Directors
| 1 |
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Grant of Options |
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HeartWare Limited (Company) grants Dr Christine Bennett
(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. |
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| 2 |
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Tranches |
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The Options are granted in three tranches of: |
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(a) |
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100,000 Options (Tranche 1) ; |
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(b) |
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100,000 Options (Tranche 2) ; and |
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(c) |
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50,000 Options (Tranche 3) . |
| 3 |
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Option Period |
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Each Option is exercisable at any time in the period: |
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(a) |
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Tranche 1: commencing from and including the first
anniversary of the date of issue; |
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(b) |
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Tranche 2: commencing from and including the second
anniversary of the date of issue; and |
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(c) |
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Tranche 3: commencing from and including the third
anniversary of the date of issue, |
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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 lapse. |
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| 4 |
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Condition precedent to exercise |
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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 |
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Notice of Exercise |
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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 of Exercise. |
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| 6 |
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Quotation of Options and Shares |
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(a) |
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The Options will not be listed for quotation on ASX. |
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(b) |
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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 |
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Exercise Price |
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The exercise price for each Option exercised is: |
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(a) |
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Tranche 1: $0.60; |
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(b) |
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Tranche 2: $1.00; and |
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(c) |
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Tranches: $1.50, |
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per Option (Exercise Price) and is payable immediately
on exercise by bank cheque or wire transfer to an account of the
Company. |
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| 8 |
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Allotment of Shares |
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On receipt by the Company of the Notice of Exercise and payment
of the relevant Exercise Price, the Company must, within two
business days, issue and allot to the Option Holder the number
of |
|
