Exhibit 10
 
ABIOMED, INC.
 
1998 EQUITY INCENTIVE PLAN
 
Section 1.  Purpose
 
        The purpose of the ABIOMED, Inc. 1998 Equity Incentive 
Plan (the "Plan") is to attract and retain key employees, 
directors, advisors and consultants, to provide an incentive for 
them to assist ABIOMED, Inc. (the "Corporation") to achieve 
long-range performance goals, and to enable them to 
participate in the long-term growth of the Corporation.
 
Section 2.  Definitions
 
(a) "Affiliate" means any business entity in which the 
Corporation owns directly or indirectly 50% or more of the 
total combined voting power or has a significant financial 
interest as determined by the Committee.
(b) "Annual Meeting" means the annual meeting of shareholders 
or special meeting in lieu of annual meeting of shareholders 
at which one or more directors are elected.
(c) "Award" means any Option, Stock Appreciation Right, 
Performance or Award Share, or Restricted Stock awarded 
under the Plan.
(d) "Award Share" means a share of Common Stock awarded to 
an employee, director, advisor or consultant without 
payment therefor.
(e) "Board" means the Board of Directors of the Corporation.
(f) "Code" means the Internal Revenue Code of 1986, as 
amended from time to time.
(g) "Committee" means the Compensation Committee of the 
Board, or such other committee of not less than two 
members of the Board appointed by the Board to administer 
the Plan, provided that the members of such Committee must 
be Non-Employee Directors as defined in Rule 16b-3(b) 
promulgated under the Securities Exchange Act of 1934, as 
amended.
(h) "Common Stock" or "Stock" means the Common Stock, par 
value $.01 per share, of the Corporation.
(i) "Corporation" means ABIOMED, Inc.
 
 
 
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(j) "Designated Beneficiary" means the beneficiary designated 
by a Participant, in a manner determined by the Board, to 
receive amounts due or exercise rights of the Participant in 
the event of the Participant's death.  In the absence of an 
effective designation by a Participant, Designated 
Beneficiary shall mean the Participant's estate.
(k) "Fair Market Value" means, with respect to Common Stock 
or any other property, the fair market value of such property 
as determined by the Board in good faith or in the manner 
established by the Board from time to time.
(l) "Incentive Stock Option" means an option to purchase 
shares of Common Stock, awarded to a Participant under 
Section 6, which is intended to meet the requirements of 
Section 422 of the Code or any successor provision.
(m) "Nonqualified Stock Option" means an option to purchase 
shares of Common Stock, awarded to a Participant under 
Section 6, which is not intended to be an Incentive Stock 
Option.
(n) "Option" means an Incentive Stock Option or a Nonqualified 
Stock Option.
(o) "Participant" means a person selected by the Board to 
receive an Award under the Plan.
(p) "Performance Cycle" or "Cycle" means the period of time 
selected by the Board during which performance is measured 
for the purpose of determining the extent to which an award 
of Performance Shares has been earned.
(q) "Performance Shares" mean shares of Common Stock which 
may be earned by the achievement of performance goals, 
awarded to a Participant under Section 8.
(r) "Restricted Period" means the period of time selected by the 
Board during which an award of Restricted Stock may be 
forfeited to the Corporation.
(s) "Restricted Stock" means shares of Common Stock subject 
to forfeiture, awarded to a Participant under Section 9.
(t) "Stock Appreciation Right" or "SAR" means a right to 
receive any excess in value of shares of Common Stock over 
the reference price, awarded to a Participant under Section 
7.
 
 
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(u) "Stock Unit" means an award of Common Stock and/or other 
rights granted as units that are valued in whole or in part by 
reference to, or otherwise based on, the value of Common 
Stock, awarded to a Participant under Section 10.
 
Section 3.  Administration
 
        The Plan shall be administered by the Committee, which 
shall initially be the Stock Option Committee.  The Board, 
including any duly authorized committee of the Board, shall 
have authority to adopt, alter and repeal such administrative 
rules, guidelines and practices governing the operation of the 
Plan as it shall from time to time consider advisable, and to 
interpret the provisions of the Plan.  The Board's decisions 
shall be final and binding.  To the extent permitted by 
applicable law, the Board may delegate to the Committee the 
power to make Awards to Participants and all determinations 
under the Plan with respect thereto.
 
Section 4.  Eligibility
 
        All employees and, in the case of Awards other than 
Incentive Stock Options, directors, advisors and consultants of 
the Corporation or any Affiliate capable of contributing 
significantly to the successful performance of the Corporation, 
other than a person who has irrevocably elected not to be 
eligible, are eligible to be Participants in the Plan.
 
Section 5.  Stock Available for Awards
 
(a) Subject to adjustment under subsection (b), Awards may be 
made under the Plan, as the Board may determine, provided 
that a maximum of 500,000 shares of Common Stock may be 
issued under this Plan.  If any Award in respect of shares of 
Common Stock expires or is terminated unexercised or is 
forfeited for any reason or settled in a manner that results 
in fewer shares outstanding than were initially awarded, 
including without limitation the surrender of shares in 
payment for the Award or any tax obligation thereon, the 
shares subject to such Award or so surrendered, as the case 
may be, to the extent of such expiration, termination, 
forfeiture or decrease, shall again be available for award 
under the Plan, subject, however, in the case of Incentive 
Stock Options, to any limitation required under the Code.  
Common Stock issued through the assumption or 
substitution of outstanding grants from an acquired 
corporation shall not reduce the shares available for Awards 
under the Plan.  Shares issued under the Plan may consist in 
whole or in part of authorized but unissued shares or 
treasury shares.
 
 
 
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(b) In the event that the Board determines that any stock 
dividend, extraordinary cash dividend, creation of a class of 
equity securities, recapitalization, reorganization, merger, 
consolidation, split-up, spin-off, combination, exchange of 
shares, warrants or rights offering to purchase Common 
Stock at a price substantially below fair market value, or 
other similar transaction affects the Common Stock such 
that an adjustment is required in order to preserve the 
benefits or potential benefits intended to be made available 
under the Plan, then the Board, subject, in the case of 
Incentive Stock Options, to any limitation required under 
the Code, shall equitably adjust any or all of (i) the number 
and kind of shares in respect of which Awards may be made 
under the Plan, (ii) the number and kind of shares subject to 
outstanding Awards, and (iii) the award, exercise or 
conversion price with respect to any of the foregoing, and if 
considered appropriate, the Board may make provision for a 
cash payment with respect to an outstanding Award, 
provided that the number of shares subject to any Award 
shall always be a whole number.
 
Section 6.  Stock Options
 
(a) Subject to the provisions of the Plan, the Board may award 
Incentive Stock Options and Nonqualified Stock Options and 
determine the number of shares to be covered by each 
Option, the option price therefor and the conditions and 
limitations applicable to the exercise of the Option.  The 
terms and conditions of Incentive Stock Options shall be 
subject to and comply with Section 422 of the Code, or any 
successor provision, and any regulations thereunder.
(b) The Board shall establish the option price at the time each 
Option is awarded, which price shall not be less than 100% 
of the Fair Market Value of the Common Stock on the date 
of award with respect to Incentive Stock Options.
(c) Each Option shall be exercisable at such times and subject 
to such terms and conditions as the Board may specify in the 
applicable Award or thereafter.  The Board may impose such 
conditions with respect to the exercise of Options, including 
conditions relating to applicable federal or state securities 
laws, as it considers necessary or advisable.
 
 
 
 
 
 
 
 
 
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(d) No shares shall be delivered pursuant to any exercise of an 
Option until payment in full of the option price therefor is 
received by the Corporation.  Such payment may be made in 
whole or in part in cash or, to the extent permitted by the 
Board at or after the award of the Option, by delivery of a 
note or shares of Common Stock owned by the optionholder, 
including Restricted Stock, valued at their Fair Market 
Value on the date of delivery, by the reduction of the shares 
of Common Stock that the optionholder would be entitled to 
receive upon exercise of the Option, such shares to be 
valued at their Fair Market Value on the date of exercise, 
less their option price (a so-called "cashless exercise"), or 
such other lawful consideration as the Board may determine. 
(e) The Board may provide for the automatic award of an Option 
upon the delivery of shares to the Corporation in payment of 
an Option for up to the number of shares so delivered.
(f) In the case of Incentive Stock Options the following 
additional conditions shall apply to the extent required 
under Section 422 of the Code for the options to qualify as 
Incentive Stock Options:
 
(i) Such options shall be granted only to employees of the 
Corporation, and shall not be granted to any person who 
owns stock that possesses more than ten percent of the 
total combined voting power of all classes of stock of 
the Corporation or of its parent or subsidiary 
corporation (as those terms are defined in Section 
422(b) of the Internal Revenue Code of 1986, as 
amended, and the regulations promulgated thereunder), 
unless, at the time of such grant, the exercise price of 
such option is at least 110% of the fair market value of 
the stock that is subject to such option and the option 
shall not be exercisable more than five years after the 
date of grant;
 
(ii) Such options shall, by their terms, be transferable by 
the optionholder only by the laws of descent and 
distribution, and shall be exercisable only by such 
optionholder during his lifetime.
 
(iii) Such options shall not be granted more than ten years 
from the effective date of this Plan or any subsequent 
amendment to the Plan approved by the stockholders of 
the Corporation which extends this Incentive Stock 
Option expiration date, and shall not be exercisable 
more than ten years from the date of grant.
 
 
 
 
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Section 7.  Stock Appreciation Rights
 
        Subject to the provisions of the Plan, the Board may award 
SARs in tandem with an Option (at or after the award of the 
Option), or alone and unrelated to an Option.  SARs in tandem 
with an Option shall terminate to the extent that the related 
Option is exercised, and the related Option shall terminate to 
the extent that the tandem SARs are exercised.
 
Section 8.  Performance Shares
 
(a) Subject to the provisions of the Plan, the Board may award 
Performance Shares and determine the number of such shares 
for each Performance Cycle and the duration of each 
Performance Cycle.  There may be more than one 
Performance Cycle in existence at any one time, and the 
duration of Performance Cycles may differ from each other.  
The payment value of Performance Shares shall be equal to 
the Fair Market Value of the Common Stock on the date the 
Performance Shares are earned or, in the discretion of the 
Board, on the date the Board determines that the 
Performance Shares have been earned.
(b) The Board shall establish performance goals for each Cycle, 
for the purpose of determining the extent to which 
Performance Shares awarded for such Cycle are earned, on 
the basis of such criteria and to accomplish such objectives 
as the Board may from time to time select.  During any 
Cycle, the Board may adjust the performance goals for such 
Cycle as it deems equitable in recognition of unusual or 
non-recurring events affecting the Corporation, changes in 
applicable tax laws or accounting principles, or such other 
factors as the Board may determine.
(c) As soon as practicable after the end of a Performance Cycle, 
the Board shall determine the number of Performance Shares 
which have been earned on the basis of performance in 
relation to the established performance goals.  The payment 
values of earned Performance Shares shall be distributed to 
the Participant or, if the Participant has died, to the 
Participant's Designated Beneficiary, as soon as practicable 
thereafter.  The Board shall determine, at or after the time 
of award, whether payment values will be settled in whole 
or in part in cash or other property, including Common 
Stock or Awards.
 
 
 
 
 
 
 
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Section 9.  Restricted Stock
 
(a) Subject to the provisions of the Plan, the Board may award 
shares of Restricted Stock and determine the duration of the 
Restricted Period during which, and the conditions under 
which, the shares may be forfeited to the Corporation and 
the other terms and conditions of such Awards.  Shares of 
Restricted Stock may be issued for no cash consideration or 
such minimum consideration as may be required by 
applicable law.
(b) Shares of Restricted Stock may not be sold, assigned, 
transferred, pledged or otherwise encumbered, except as 
permitted by the Board, during the Restricted Period.  
Shares of Restricted Stock shall be evidenced in such 
manner as the Board may determine.  Any certificates issued 
in respect of shares of Restricted Stock shall be registered 
in the name of the Participant and unless otherwise 
determined by the Board, deposited by the Participant, 
together with a stock power endorsed in blank, with the 
Corporation.  At the expiration of the Restricted Period, the 
Corporation shall deliver such certificates to the Participant 
or if the Participant has died, to the Participant's 
Designated Beneficiary.
 
Section 10.  Stock Units
 
(a) Subject to the provisions of the Plan, the Board may award 
Stock Units subject to such terms, restrictions, conditions, 
performance criteria, vesting requirements and payment 
rules as the Board shall determine.
(b) Shares of Common Stock awarded in connection with a 
Stock Unit Award shall be issued for no cash consideration 
or such minimum consideration as may be required by 
applicable law. Such shares of Common Stock may be 
designated as Award Shares by the Board.
 
Section 11.   General Provisions Applicable to Awards
 
(a) Documentation.  Each Award under the Plan shall be 
evidenced by a written document delivered to the Participant 
specifying the terms and conditions thereof and containing 
such other terms and conditions not inconsistent with the 
provisions of the Plan as the Board considers necessary or 
advisable to achieve the purposes of the Plan or comply with 
applicable tax and regulatory laws and accounting 
principles.
 
 
 
 
 
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(b) Board Discretion.  Each type of Award may be made alone, 
in addition to or in relation to any other type of Award.  
The terms of each type of Award need not be identical, and 
the Board need not treat Participants uniformly.  Except as 
otherwise provided by the Plan or a particular Award, any 
determination with respect to an Award may be made by the 
Board at the time of award or at any time thereafter.  
Without limiting the foregoing, an Award may be made by 
the Board, in its discretion, to any 401(k), savings, pension, 
profit sharing or other similar plan of the Corporation in 
lieu of or in addition to any cash or other property 
contributed or to be contributed to such plan.
(c) Settlement.  The Board shall determine whether Awards are 
settled in whole or in part in cash, Common Stock, other 
securities of the Corporation, Awards, other property or 
such other methods as the Board may deem appropriate.  The 
Board may permit a Participant to defer all or any portion of 
a payment under the Plan, including the crediting of interest 
on deferred amounts denominated in cash and dividend 
equivalents on amounts denominated in Common Stock.  If 
shares of Common Stock are to be used in payment pursuant 
to an Award and such shares were acquired upon the 
exercise of a stock option (whether or not granted under this 
Plan), such shares must have been held by the Participant 
for at least six months.
(d) Dividends and Cash Awards.  In the discretion of the Board, 
any Award under the Plan may provide the Participant with 
(i) dividends or dividend equivalents payable currently or 
deferred with or without interest, and (ii) cash payments in 
lieu of or in addition to an Award.
(e) Termination of Employment.  The Board shall determine the 
effect on an Award of the disability, death, retirement or 
other termination of employment of a Participant and the 
extent to which, and the period during which, the 
Participant's legal representative, guardian or Designated 
Beneficiary may receive payment of an Award or exercise 
rights thereunder.
 
 
 
 
 
 
 
 
 
 
 
 
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(f) Change in Control.  In order to preserve a Participant's 
rights under an Award in the event of a change in control of 
the Corporation, the Board in its discretion may, at the time 
an Award is made or at any time thereafter, take one or more 
of the following actions: (i) provide for the acceleration of 
any time period relating to the exercise or realization of the 
Award, (ii) provide for the purchase of the Award upon the 
Participant's request for an amount of cash or other property 
that could have been received upon the exercise or 
realization of the Award had the Award been currently 
exercisable or payable, (iii) adjust the terms of the Award 
in a manner determined by the Board to reflect the change in 
control, (iv) cause the Award to be assumed, or new rights 
substituted therefor, by another entity, or (v) make such 
other provision as the Board may consider equitable and in 
the best interests of the Corporation.
(g) Withholding.  The Corporation shall have the power and the 
right to deduct or withhold, or require a Participant to remit 
to the Corporation an amount sufficient to satisfy federal, 
state and local taxes (including the Participant's FICA 
obligation) required to be withhold with respect to an Award 
or any dividends or other distributions payable with respect 
thereto. In the Board's discretion, such tax obligations may 
be paid in whole or in part in shares of Common Stock, 
including shares retained from the Award creating the tax 
obligation, valued at their Fair Market Value on the date of 
delivery.  The Corporation and its Affiliates may, to the 
extent permitted by law, deduct any such tax obligations 
from any payment of any kind otherwise due to the 
Participant.
(h) Amendment of Award.  The Board may amend, modify or 
terminate any outstanding Award, including substituting 
therefor another Award of the same or a different type, 
changing the date of exercise or realization and converting 
an Incentive Stock Option to a Nonqualified Stock Option, 
provided that the Participant's consent to such action shall 
be required unless the Board determines that the action, 
taking into account any related action, would not materially 
and adversely affect the Participant.
(i) Except as otherwise provided by the Board, Awards under 
the Plan are not transferable other than as designated by the 
participant by will or by the laws of descent and 
distribution.
 
 
 
 
 
 
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Section 12.  Miscellaneous
 
(a) No Right To Employment.  No person shall have any claim 
or right to be granted an Award, and the grant of an Award 
shall not be construed as giving a Participant the right to 
continued employment.  The Corporation expressly reserves 
the right at any time to dismiss a Participant free from any 
liability or claim under the Plan, except as expressly 
provided in the applicable Award.
 
(b) No Rights As Shareholder.  Subject to the provisions of the 
applicable Award, no Participant or Designated Beneficiary 
shall have any rights as a shareholder with respect to any 
shares of Common Stock to be distributed under the Plan 
until he or she becomes the holder thereof.  A Participant to 
whom Common Stock is awarded shall be considered the 
holder of the Stock at the time of the Award except as 
otherwise provided in the applicable Award.
 
(c) Effective Date.  Subject to the approval of the shareholders 
of the Corporation, the Plan shall be effective on September 
1, 1998.  Prior to such approval, Awards may be made under 
the Plan expressly subject to such approval.
 
(d) Amendment of Plan.  The Board may amend, suspend or 
terminate the Plan or any portion thereof at any time, 
provided that no amendment shall be made without 
shareholder approval if such approval is necessary to 
comply with any applicable requirement of the laws of the 
jurisdiction of incorporation of the Corporation, any 
applicable tax requirement, any applicable rules or 
regulation of the Securities and Exchange Commission, 
including Rule 16(b)-3 (or any successor rule thereunder), 
or the rules and regulations of the Nasdaq Stock Market 
National Market or any other exchange or stock market over 
which the Corporation's securities are listed.
(e) Governing Law.  The provisions of the Plan shall be 
governed by and interpreted in accordance with the laws of 
the jurisdiction of incorporation of the Corporation.
 
 
 
 
 
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(f)     Indemnity.  Neither the Board nor the Committee, nor any 
members of either, nor any employees of the Corporation or 
any parent, subsidiary, or other affiliate, shall be liable for 
any act, omission, interpretation, construction or 
determination made in good faith in connection with their 
responsibilities with respect to this Plan, and the 
Corporation hereby agrees to indemnify the members of the 
Board, the members of the Committee, and the employees of 
the Corporation and its parent or subsidiaries in respect of 
any claim, loss, damage, or expense (including reasonable 
counsel fees) arising from any such act, omission, 
interpretation, construction or determination to the full 
extent permitted by law.