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Separation Agreement And Release

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Sectors: Health Products and Services
Effective Date: October 01, 2008
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Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

October 1, 2008 Dear Dan:

The purpose of this letter agreement (the " Agreement" ) is to confirm the terms regarding your separation of employment with ABIOMED, Inc. 1/ (" ABIOMED" or the " Company" ). As more fully set forth below, ABIOMED desires to provide you with Severance Pay and Benefits described below in exchange for certain agreements by you. 1. Separation of Employment . Your employment with ABIOMED shall terminate on October 1, 2008 (the " Separation Date" ). You acknowledge that from and after the Separation Date, you have no authority to, and shall not, represent yourself as an employee or agent of the Company. The Company will provide you with payment for all accrued and unused vacation pay through the Separation Date in accordance with the Company Vacation Policy (" Vacation Pay" ). You and the Company acknowledge and agree that the termination of your employment is intended to constitute an " involuntary termination" for purposes of Section 409A of the Internal Revenue Code.

2. Severance Pay and Benefits . In exchange for the mutual covenants set forth in this Agreement and completion of the appropriate forms by you, ABIOMED agrees to continue to pay you (" Severance Pay" ), in accordance with ABIOMED' s current payroll schedule, your semi-monthly base salary ($9,850.07), less state and federal income and welfare taxes and any other mandatory deductions under applicable laws, from the first pay period following your execution of this Agreement through March 31, 2009 (the " Severance Period" ). In addition, we will continue your participation in ABIOMED' medical and dental plans during the Severance Period, (which includes your co-pay which shall be deducted from your salary continuation) (" Benefits" ). In the event that you do not become employed by a third party or otherwise covered under alternative medical and dental insurance plans during the Severance Period, you will have the right to continue your medical and dental insurance at the expiration of the Severance Period pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) at your own cost. The " qualifying event" under COBRA shall be deemed to have commenced on the Separation Date. You acknowledge and agree that the Severance Pay and Benefits exceed any notice pay that otherwise might be due to you in Section 4(c) of the Employment, Nondisclosure and Non-Competition Agreement (the " NCA" ), and that the Severance Pay and Benefits are not otherwise due or owing to you under any ABIOMED policy or practice. The Severance Pay and Benefits are not intended to, and shall not be construed to constitute a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that except for (i) the specific financial consideration set forth in this Agreement, (ii) earned but unpaid regular wages earned through the Separation Date, and (iii) the Vacation Pay, you are not and shall not in the future be entitled to any other compensation including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay or any other form of compensation or benefit.


1/

For the purposes of this Agreement, the parties agree that the term ABIOMED or ABIOMED, Inc. is intended to include ABIOMED, Inc., and any other related entities including any divisions, affiliates and subsidiaries, and its and their respective officers, directors, employees, agents and assigns.

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3. Confidentiality and Other Related Obligations . You expressly acknowledge and agree to the following:

(i) that you remain bound by the terms of Sections 5, 6, 7, 9 and all other terms relating to the protection and enforcement of the NCA, which is incorporated herein and attached hereto as Exhibit A ;

(ii) that you immediately shall return to ABIOMED all ABIOMED property (including without limitation, keys, computer equipment, computer discs and software, company files and documents, company credit cards, etc.) and documents and any copies thereof (including, without limitation, financial plans, management reports, suppliers and customer address lists, customer lists, and other similar documents and information), and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of ABIOMED' trade secrets and/or confidential and proprietary documents and information;

(iii) that all information relating in any way to this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound b
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