0000947871-16-001298 Sample Contracts

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated September 23, 2013, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

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AGREEMENT AND PLAN OF MERGER AMONG MEDTRONIC, INC., MEDTRONIC ACQUISITION CORP. AND HEARTWARE INTERNATIONAL, INC. Dated as of June 27, 2016
Agreement and Plan of Merger • June 27th, 2016 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 27, 2016 (the “Agreement Date”), is among Medtronic, Inc. (“Parent”), a Minnesota corporation, Medtronic Acquisition Corp. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Parent, and HeartWare International, Inc. (the “Company”), a Delaware corporation.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 22, 2014, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated March 21, 2011, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 16, 2009, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letters (the “Agreements”) between you and HeartWare International, Inc. (“HWII”), dated December 16, 2009, and between you and HeartWare, Inc. (“HWI”, HWII and HWI together, the “Company”), dated December 21, 2010, each as amended from time to time. You and the Company desire to amend the Agreements in the manner described below.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you, HeartWare, Inc. and HeartWare International (the “Company”), dated June 18, 2012, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

June 26, 2016
HeartWare International, Inc. • June 27th, 2016 • Surgical & medical instruments & apparatus

Reference is made to the employment letter (the “Agreement”) between you and HeartWare, Inc. (the “Company”), dated December 5, 2008, as amended from time to time. You and the Company desire to amend the Agreement in the manner described below.

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