EX-10.1






RETENTION AGREEMENT




This Retention Agreement (the “Agreement”) is entered into as of April 18, 2016 (the
“Effective Date”), by and between Christopher P. Lowe (“Employee”) and Hansen
Medical, Inc. (the “Corporation”).



AGREEMENT




In consideration of the promises and mutual covenants set forth herein, the parties hereby
agree as follows:



1. Definitions. As used in this Agreement, unless the context requires a different
meaning, the following terms shall have the meanings set forth herein:



(a) “Board” shall mean the Board of Directors of the Corporation.



(b) “Cause” shall mean any of the following: (i) an intentional unauthorized use or
disclosure of the Corporation’s confidential information or trade secrets, which use or disclosure
causes material harm to the Corporation, (ii) a material breach of any agreement between Employee
and the Corporation, (iii) a material failure to comply with the Corporation’s written policies or
rules, (iv) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the
United States or any state thereof, (v) gross negligence or willful misconduct or (vi) a continued
failure to perform assigned duties after receiving written notification of such failure from the
Board. Employee shall not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Employee a Notice of Termination and copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of those members of the Board who are not then
employees of the Corporation at a meeting of the Board called and held for the purpose (after
reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to
be heard before the Board), finding that, in the good faith opinion of the Board, Employee was
guilty of the conduct set forth in the first sentence of this Section 1(b) and specifying the
particulars thereof in detail.



(c) “Change in Control” means the occurrence of any of the following events:



(i) A transaction or series of transactions (other than an offering of the Corporation’s
Common Stock to the general public through a registration statement filed with the Securities and
Exchange Commission) whereby any “person” or related “group” of “persons”, as such terms are used
in Sections 13(d) and 14(d)(2) of the Exchange Act (other than the Corporation, any of its
subsidiaries, an employee benefit plan maintained by the Corporation or any of its subsidiaries or
a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or
is under common control with, the Corporation) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Corporation
possessing more than 50% of the total combined voting power of the Corporation’s securities
outstanding immediately after such acquisition; or



(ii) During any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a director designated by
a person who shall have entered into an agreement with the Corporation to effect a transaction
described in Section 1(c)(i) or Section 1(c)(iii)) whose election by the Board or nomination for
election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the two-year period or
whose election or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or



(iii) The consummation by the Corporation (whether directly involving the Corporation or
indirectly involving the Corporation through one or more intermediaries) of (x) a merger,
consolidation, reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Corporation’s assets in any single transaction or series of related
transactions, in each case, other than a transaction:




(A) Which results in the Corporation’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding or by being
converted into voting securities of the Corporation or the person that, as a result of the
transaction, controls, directly or indirectly, the Corporation or owns, directly or
indirectly, all or substantially all of the Corporation’s assets or otherwise succeeds to
the business of the Corporation (the Corporation or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of
the Successor Entity’s outstanding voting securities immediately after the transaction, and




(B) After which no person or group beneficially owns voting securities representing 50%
or more of the combined voting power of the Successor Entity; provided, however, that no
person or group shall be treated for purposes of this Section 1(c)(iii)(B) as beneficially
owning 50% or more of combined voting power of the Successor Entity solely as a result of
the voting power held in the Corporation prior to the consummation of the transaction.



(d) “Code” shall mean the Internal Revenue Code of 1986, as amended.



(e) “Covered Termination” shall mean (i) an Involuntary Termination Without Cause or
(ii) a voluntary termination of employment by Employee for Good Reason, provided that in either
case, the termination constitutes a Separation from Service.



(f) “Date of Termination” shall mean (i) if Employee’s employment is terminated due to
Employee’s death, the date of Employee’s death; and (ii) if Employee’s employment is terminated for
any reason other than death, the date specified in the Notice of Termination.



(g) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(h) “Good Reason” shall mean any of the following events which occurs without
Employee’s written consent, provided that the requirements regarding advance notice and an
opportunity to cure set forth below are satisfied: (i) a material diminution of Employee’s base
salary, other than in connection with an across-the-board reduction in the compensation of the
Corporation’s senior management that does not disproportionately affect Employee, (ii) a material
diminution of Employee’s authority, duties or responsibilities, (iii) a requirement to report to
anyone other than the Chief Executive Officer of a successor to the Corporation as a result of
Employee’s position as an officer of a subsidiary or division of a successor following a Change in
Control, (iv) a material change in the geographic location at which Employee must perform services
for the Corporation, or (v) any other action or inaction of the Corporation that constitutes a
material breach of this Agreement or any letter agreement setting forth the terms and conditions of
Employee’s employment with the Corporation (each of (i), (ii), (iii), (iv) and (v) a “Good
Reason Condition”). In order for Employee to resign for Good Reason, Employee must provide a
written Notice of Termination to the Corporation indicating the existence of the Good Reason
Condition within ninety (90) days of the initial existence of such Good Reason Condition. Upon
receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period
of thirty (30) days during which it may remedy the Good Reason Condition and not be required to
provide for the payments and benefits described herein as a result of such proposed resignation due
to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition
is not remedied within the period specified in the preceding sentence, Employee may resign based on
the Good Reason Condition specified in the Notice of Termination effective no later than
one-hundred eighty (180) days following the initial existence of such Good Reason Condition.



(i) “Involuntary Termination Without Cause” shall mean termination of Employee’s
employment by the Corporation other than for Cause. For purposes of this Agreement, an Involuntary
Termination Without Cause shall only include a termination by the Corporation where Employee was
willing and able to continue performing services within the meaning of Treasury Regulation Section
1.409A-1(n)(1).



(j) “Notice of Termination” shall mean a notice from Employee or the Corporation to
the other party regarding the intent to terminate Employee’s employment. To the extent applicable,
the Notice of Termination shall indicate the specific termination provision in this Agreement (if
any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee’s employment under the provision so indicated.



(k) “Release” shall mean a release by Employee of all claims arising out of Employee’s
employment with the Corporation or the termination thereof, in a form reasonably acceptable to the
Corporation.



(l) “Separation from Service” means Employee’s termination of employment or service
which constitutes a “separation from service” within the meaning of Treasury Regulation Section
1.409A-1(h).



2. Notice.



(a) Notice of Termination. Any termination of Employee’s employment by the
Corporation or by Employee (other than termination due to Employee’s death, which shall terminate
Employee’s employment automatically) shall be communicated by a written Notice of Termination to
the other party hereto in accordance with Section 2(b) and shall set forth the Date of Termination,
which shall not be earlier than the date on which the Notice of Termination is provided.



(b) Manner of Notice. For purposes of this Agreement, a Notice of Termination, as
well as other notices and communications provided for in this Agreement, shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United States certified or
registered mail, return receipt requested, postage prepaid, addressed to the Corporation at its
principal office or to Employee at the address in the Corporation’s payroll records, provided that
all notices to the Corporation shall be directed to the attention of its Secretary, or to such
other address as either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.



3. Compensation upon Certain Terminations.



(a) Termination for Any Reason. Upon Employee’s termination of employment with the
Corporation for any reason, Employee shall be paid all amounts earned or accrued but unpaid as of
Employee’s termination of employment, including, as applicable, (i) base salary, (ii) reimbursement
for reasonable and necessary expenses incurred by Employee on behalf of the Corporation during the
period ending on the Date of Termination, (iii) pay for unused vacation time, (iv) any bonuses and
incentive compensation earned through the Date of Termination, and (v) reimbursement for any unused
amounts deposited in the Corporation’s employee stock purchase plan.



(b) Covered Termination Within Three Months Prior to or Twelve Months After a Change in
Control. If at any time Employee’s employment with the Corporation is terminated due to a
Covered Termination which occurs within three (3) months prior to, or twelve (12) months following,
a Change in Control, and Employee satisfies the conditions described in Section 3(c) below, then
Employee shall become vested with respect to 100% of the unvested portion of any options to
purchase the Corporation’s capital stock that Employee then holds and the restrictions with respect
to 100% of any restricted stock, restricted stock unit or other equity award with regard to the
Corporation’s capital stock that Employee then holds shall immediately lapse.



(c) Preconditions to Benefits. As a condition to Employee’s receipt of the benefits
described in this Section 3 (other than in Section 3(a)), Employee shall be required (i) if
requested by the Board, to resign immediately as a member of the Board and as a member of the
Boards of Directors of all subsidiaries of the Corporation, and (ii) to execute a Release within
fifty (50) days following the Date of Termination and not revoke such Release within any period
permitted under applicable law. Such Release shall specifically relate to all of Employee’s rights
and claims in existence at the time of such execution but shall exclude any continuing obligations
the Corporation may have to Employee following the Date of Termination under this Agreement or any
other agreement providing for obligations to survive Employee’s termination of employment.



4. Section 409A. The benefits provided under this Agreement are intended to be exempt
from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(4).



5. Excise Tax Limitation.



(a) Notwithstanding anything contained in this Agreement to the contrary, in the event that
the benefits provided by this Agreement, together with all other payments and the value of any
benefits received or to be received by Employee (“Payments”), constitute “parachute
payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the
Payments shall be made to Employee either (i) in full or (ii) as to such lesser amount as would
result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the Excise
Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. The
Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments
and then by reducing those payments or benefits which are not payable in cash, in each case in
reverse order beginning with payments or benefits which are to be paid the farthest in time from
the Determination (as hereinafter defined).



(b) Unless the Corporation and Employee otherwise agree in writing, an initial determination
as to whether the Payments shall be reduced and the amount of such reduction shall be made, at the
Corporation’s expense, by the accounting firm that is the Corporation’s independent accounting firm
as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall
provide its determination (the “Determination”), together with detailed supporting
calculations and documentation, to the Corporation and Employee within twenty (20) days of the Date
of Termination, if applicable, or such other time as requested by the Corporation or by Employee
(provided Employee reasonably believes that Employee will receive Payments which may be subject to
the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within
the meaning of Section 6662 of the Code) that no Excise Tax is payable by Employee with respect to
a Payment or Payments, it shall furnish Employee with an opinion reasonably acceptable to Employee
that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten (10)
days of the delivery of the Determination to Employee, Employee shall have the right to dispute the
Determination (“Dispute”). If there is no Dispute, the Determination shall be binding,
final and conclusive upon the Corporation and Employee.



(c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code,
it is possible that the Payments to be made to, or provided for the benefit of, Employee either
will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts
provided for by the limitation contained in Section 5(a).



(i) If it is established pursuant to a final determination of a court or an Internal Revenue
Service (“IRS”) proceeding which has been finally and conclusively resolved that an Excess
Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to
Employee made on the date Employee received the Excess Payment and Employee shall repay the Excess
Payment to the Corporation on demand (but not less than ten (10) days after written notice is
received by Employee) together with interest on the Excess Payment at the “Applicable Federal
Rate” (as defined in Section 1274(d) of the Code) from the date of Employee’s receipt of such
Excess Payment until the date of such repayment.



(ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which
shall include the position taken by the Corporation, or together with its consolidated group, on
its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon
the resolution to Employee’s satisfaction of a Dispute that an Underpayment has occurred, the
Corporation shall pay an amount equal to the Underpayment to Employee within ten (10) days of such
determination or resolution, together with interest on such amount at the Applicable Federal Rate
from the date such amount would have been paid to Employee until the date of payment.



6. Successors; Binding Agreement.



(a) The Corporation shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Corporation to expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such succession had
taken place. Unless expressly provided otherwise, “Corporation” as used herein shall mean the
Corporation as defined in this Agreement and any successor to its business and/or assets as
aforesaid.



(b) This Agreement shall inure to the benefit of and be enforceable by Employee and Employee’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amount would still be payable to Employee
hereunder had Employee continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee or other
designee or, if there is no such designee, to Employee’s estate.



7. Miscellaneous.



(a) Modification or Amendment. No provision of this Agreement may be modified or
amended unless such modification or amendment is agreed to in writing and signed by Employee and an
authorized officer of the Corporation as may be specifically designated by the Board or a committee
thereof.



(b) Waiver. No waiver by either party hereto at any time of any breach by the other
party hereto of, or any failure to comply with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.



(c) Complete Agreement. This Agreement constitutes the entire agreement between
Employee and the Corporation, and is the complete, final and exclusive embodiment of their
agreement with regard to, the subject matter hereof, and this Agreement shall supersede any prior
or contemporaneous written or oral agreements regarding such subject matter. No agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this Agreement.



(d) Non-Exclusivity of Rights. Notwithstanding Section 7(c), nothing in this
Agreement shall prevent or limit Employee’s continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Corporation and for which Employee may
qualify, nor shall anything herein limit or reduce such rights as Employee may have under any other
agreements with the Corporation. Amounts which are vested benefits or which Employee is otherwise
entitled to receive under any plan or program of the Corporation shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.



(e) Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California without regard to its conflicts
of law principles.



(f) Statutory References. All references to sections of the Exchange Act or the Code
shall be deemed also to refer to any successor provisions to such sections.



(g) Tax Withholding. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law.



(h) Section Headings. The section headings contained in this Agreement are for
convenience only, and shall not affect the interpretation of this Agreement.



(i) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.



(j) Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original but all of which together shall constitute one and the same
instrument.



8. Arbitration. The parties hereby agree that any and all claims or controversies
regarding this Agreement shall be resolved, to the fullest extent permitted by law, by final,
binding and confidential arbitration in Palo Alto, California conducted before a single arbitrator
by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) or its successor, under
the then applicable JAMS rules. By agreeing to this arbitration procedure, both parties waive the
right to resolve any such dispute through a trial by jury or judge or by administrative proceeding.
The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the
dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written
arbitration decision including the arbitrator’s essential findings and conclusions and a statement
of the award. The Corporation shall pay all of JAMS’ arbitration fees. Nothing in this Agreement
shall prevent either party from obtaining injunctive relief in court if necessary to prevent
irreparable harm pending the conclusion of any arbitration.



9. Fees and Expenses. In connection with a Covered Termination which occurs within
twelve (12) months after a Change in Control, the Corporation shall pay all reasonable legal fees
and related expenses (including the costs of experts, evidence and counsel) incurred by Employee as
they become due as a result of (a) Employee seeking to obtain or enforce any right or benefit
provided by this Agreement (including, but not limited to, any such fees and expenses incurred in
connection with a Dispute whether as a result of any applicable government taxing authority
proceeding, audit or otherwise), and (b) Employee’s hearing before the Board as contemplated in
Section 1(b) of this Agreement. To the extent that any reimbursements payable to Employee pursuant
to this Section 9 are subject to the provisions of Section 409A of the Code, such reimbursements
shall be paid to Employee no later than December 31 of the year following the year in which the
cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount
eligible for reimbursement in any subsequent year, and Employee’s right to reimbursement under this
Section 9 will not be subject to liquidation or exchange for another benefit.



10. Settlement of Claims. The Corporation’s obligation to make the payments provided
for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by
any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Corporation may have against Employee or others.



11. At-Will Employment. Nothing contained in this Agreement shall (a) confer upon
Employee any right to continue in the employ of the Corporation, (b) constitute any contract or
agreement of employment, or (c) interfere in any way with the at-will nature of Employee’s
employment with the Corporation.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.



EMPLOYEE



/s/ Christopher P. Lowe      



Christopher P. Lowe




HANSEN MEDICAL, INC.




/s/ Cary G. Vance      

By: Cary G. Vance

President and CEO