X0303 4 2010-12-20 0 0001389072 HeartWare International, Inc. HTWR 0001434007 Hathaway David R C/O HEARTWARE INTERNATIONAL, INC. 205 NEWBURY STREET, SUITE 101 FRAMINGHAM MA 01701 0 1 0 0 Chief Medical Officer Restricted Stock Unit 2010-12-20 4 A 0 5050 0.00 A 2020-12-20 Common Stock 5050 25050 D 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 four equal installments on the anniversary of the date of grant (December 20, 2011, December 20, 2012, December 20, 2013 and December 20, 2014) subject to Mr. Hathaway's continuous employment by 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 Mr. Hathaway's death prior to settlement. /s/ David McIntyre as Attorney-in-Fact 2010-12-22