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Form of Performance Share Award (time Based Rsu)

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Exhibit 10.2



ABIOMED, Inc.



Performance Share Award Agreement



(Time Based RSUs)



This Performance Share Award Agreement (this " Agreement" ) is made effective as of (the " Grant Date" ), between ABIOMED, Inc. (the " Company" ), and (the " Employee" ), pursuant to the Company' s 2008 Stock Incentive Plan, as it may be amended from time to time (the " Plan" ). This Agreement is expressly subject to all of the terms and conditions contained in the Plan, which is hereby incorporated herein by reference. In the event that any of the terms and conditions contained in this Agreement are inconsistent with the Plan, the terms of the Plan shall control. All capitalized terms not defined in this Agreement have the meanings specified in the Plan.



WITNESSETH:



1. Time Based Restricted Stock Unitsnone . On each of the following dates (each, a " Vesting Date" ), and provided that the Employee is employed by the Company on such Vesting Date, the Employee shall be entitled to receive a grant of Stock as set forth below: [Describe time based vesting conditions.]



Certificates for the Stock issued as set forth above shall be issued as soon as practicable following each Vesting Date, but in no event later than thirty days following each Vesting Date



2. Termination of Employmentnone . The Employee understands and agrees that if the Employee ceases to be an employee of the Company or a subsidiary of the Company at any time for any reason, whether because of any action of the Company or the Employee, the death or incapacity of the Employee or otherwise (the date of such termination of employment, the " Termination Date" ), the Employee' s only rights under this Agreement shall be the right to receive Stock, if any, that was to be issued (but was not yet issued) pursuant to a Vesting Date that was reached prior to the Termination Date, and the Employee shall have no right to the issuance
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