ABMD ABIOMED Inc

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

(e) As previously disclosed, on March 22, 2019, William J. Bolt announced his retirement from his position as Senior Vice President, Regulatory and Clinical Programs of ABIOMED, Inc. (the “Company”), effective April 1, 2019.

In connection with Mr. Bolt’s retirement from the Company, Mr. Bolt and the Company entered into a consulting services agreement (the “Consulting Agreement”), approved by the Company’s board of directors on, and dated as of, May 31, 2019. Pursuant to the Consulting Agreement, Mr. Bolt will serve as a consultant to the Company, performing such services as requested from time to time for approximately one day per month. The term of the Consulting Agreement begins on May 31, 2019 and continues for 12 months, automatically renewing for an additional 12 months, unless terminated by either Mr. Bolt or the Company, by providing 30 days’ prior written notice. Mr. Bolt will receive compensation of $450 per hour, subject to a maximum $3,600 per diem rate. The Consulting Agreement also confirms that, consistent with the terms of Mr. Bolt’s award agreements under the Second Amended & Restated 2015 Omnibus Incentive Plan, all options outstanding and vested as of May 31, 2019 will remain exercisable until the earlier of 90 days after retirement or the last date on which the options could otherwise be exercised and will thereafter terminate, and all unvested Company equity held as of May 31, 2019 will immediately cease to be exercisable and/or be forfeited upon retirement. Pursuant to the Consulting Agreement, Mr. Bolt will be eligible to receive reimbursements for (a) applicable COBRA insurance premiums, for an amount no greater than $25,000, and (b) reasonable expenses, including airfare, incurred or paid by Mr. Bolt in connection with the performance of the consulting services. The Consulting Agreement contains standard provisions regarding assignment of intellectual property rights, confidentiality and non-solicitation.

The foregoing summary description of the terms of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.