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

On June 24, 2009, the Board of Directors of Cambridge Heart, Inc. (the "Company") adopted a Senior Management Bonus Plan for 2009 (the "2009 Bonus Plan"), the terms of which had been previously recommended to the Board of Directors by the Compensation Committee. The 2009 Bonus Plan provides cash bonus incentives to eligible senior management team members, including Ali Haghighi-Mood, the Company's President and Chief Executive Officer, and Vincenzo LiCausi, Vice President, Finance and Chief Financial Officer.

The objective of the 2009 Bonus Plan is to provide an effective tool to help motivate the executive's performance in achieving the Company's defined strategy and goals by aligning measurement and accountability with rewards. In accordance with the terms of Mr. Haghighi-Mood's Employment Agreement with the Company, Mr. Haghighi-Mood's total bonus potential under the 2009 Bonus Plan is 50% of his annual base pay. The total bonus potential for Mr. LiCausi under the 2009 Bonus Plan is 30% of his base pay. Rewards under the 2009 Bonus Plan to Messrs. Haghighi-Mood and LiCausi are based on performance as measured by corporate goals for the Company. A different percentage weight has been assigned to each goal with the total percentage weight of 100%.

The corporate goals for Messrs. Haghighi-Mood and LiCausi under the 2009 Bonus Plan consist of four separate goals each weighted between 8% and 60% relating to: (1) the execution of one or more strategic distribution agreements approved by the Board of Directors, (2) the completion of the development of a MTWA OEM Module and any other requirements of any strategic distribution agreements to which the Company is a party, (3) the achievement of a cash balance at December 31, 2009 in an amount determined by the Board of Directors, and (4) the completion of a capital raising transaction upon terms agreed to by the Board of Directors that results in the Company achieving a total cash balance at December 31, 2009 in an amount determined by the Board of Directors.

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