EX-10.5



 Exhibit 10.5 

HANSEN MEDICAL, INC.  

June 11, 2014 
 Christopher P. Lowe 

Via Email 
 Dear Chris: 

In connection with your agreement to serve as Interim Chief Financial Officer, Hansen Medical, Inc. (the “Company”) is pleased to
confirm the revised terms of your employment as follows: 
 1. Position. Effective June 10, 2014, your title is Interim Chief
Financial Officer and you will report to the Company’s Chief Executive Officer. This is a full-time temporary position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity
(whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal
obligations that would prohibit you from performing your duties for the Company. 
 2. Cash Compensation. Effective June 14,
2014, your salary from the Company will be $36,250 per month, payable in accordance with the Company’s standard payroll schedule. As this is an interim position, you will not be entitled to any cash bonus opportunity. 

3. Employee Benefits. As a regular employee of the Company, you will continue to be eligible to participate in a number of
Company-sponsored benefits. As this is an interim position, you will not be eligible for paid vacation benefits. Due to the interim nature of the position, the Company will reimburse you for reasonable travel expenses between Reno, NV and the
Company’s headquarters as well as for temporary living expenses in accordance with the Company’s generally applicable policies. 

4. Stock Option. On June 11, 2014, you were granted an option to purchase 75,000 shares of the Company’s Common Stock (the
“Option”). The exercise price per share of the Option is equal to the fair market value of the Company’s Common Stock on the date the Option was granted. The Option is subject to the terms and conditions applicable to options granted
pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. The Option will vest in equal monthly installments over six (6) months of continuous
employment as Interim Chief Financial Officer, as described in the applicable Stock Option Agreement. 
 5. Proprietary Information and
Inventions Agreement. Your Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A, will remain in full force and effect. 








 Christopher P. Lowe 

June 11, 2014 
  Page
 2
 
  

 6. Employment Relationship. Employment with the Company is for no specific period of
time. Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have
been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies
and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you). 

7. Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable
withholding and payroll taxes and other deductions required by law. 
 8. Interpretation, Amendment and Enforcement. This letter
agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written,
oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the
resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship
between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts
located in Santa Clara County, California, in connection with any Dispute or any claim related to any Dispute. 
 * * * * * 








 Christopher P. Lowe 

June 11, 2014 
  Page
 3
 
  

 You may indicate your agreement with these terms by signing and dating the enclosed duplicate
original of this letter agreement and returning it to me. 
  

			
	Very truly yours,
	
	HANSEN MEDICAL, INC.
	
	 /s/ Cary G. Vance

	By:	 	Cary G. Vance
		 	President and Chief Executive Officer


 I have read and accept this revised employment offer: 

 

			
	 /s/ Christopher P. Lowe

	Signature of Christopher P. Lowe
		
	Dated:	 	 June 11, 2014


 Attachment 
 Exhibit A:
Proprietary Information and Inventions Agreement