X0303 4 2010-05-04 0 0001389072 HeartWare International, Inc. HTWR 0001404800 Bennett Christine Constance C/O HEARTWARE INTERNANTIONAL, INC. 205 NEWBURY ST., SUITE 101 FRAMINGHAM MA 01701 1 0 0 0 Stock Option (right to buy) 57.07 2010-05-04 4 A 0 1000 0.00 A 2020-05-04 Common Stock 1000 1000 D Restricted Stock Unit 2010-05-04 4 A 0 1000 0.00 A 2020-05-04 Common Stock 1000 1000 D The stock options become exercisable in four equal installments on the anniversary of the date of grant (May 4, 2011, May 4, 2012, May 4, 2013 and May 4, 2014) subject to Ms. Bennett's continuous service as a director of the Company through each such anniversary date. In addition, the stock options will immediately vest upon the occurrence of a change in control (as defined in the 2008 Stock Incentive Plan) or upon Ms. Bennett's death prior to settlement. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units become exercisable in three equal installments on the anniversary of the date of grant (May 4, 2011, May 4, 2012 and May 4, 2013) subject to Ms. Bennett's continuous service as a director of the Company through each such anniversary date. In addition, the restricted stock units will immediately vest upon the occurrence of a change in control (as defined in the 2008 Stock Incentive Plan) or upon Ms. Bennett's death prior to settlement. /s/ David McIntyre as Attorney-in-Fact 2010-05-06