EX-10.6



 Exhibit 10.6 

HANSEN MEDICAL, INC. 

June 10, 2014 
 Dear Pete: 

This letter (the “Agreement”) confirms the agreement between you and Hansen Medical, Inc. (the “Company”) regarding the
termination of your employment with the Company. 
 1. Termination Date. Pursuant to Section 2 of your Retention Agreement with
the Company dated May 31, 2011 (the “Retention Agreement”), you are hereby notified that your employment is being terminated by the Company due to an Involuntary Termination Without Cause (as defined in the Retention Agreement). Your
employment with the Company will terminate on June 10, 2014 (the “Termination Date”). By signing this Agreement, you hereby resign from all positions held with the Company and on any direct or indirect subsidiary of the Company. 

2. Effective Date and Rescission. You have up to twenty-one (21) days after you received this Agreement to review it. You are
advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you signed this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you
may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after the date you signed it will be the “Effective Date.” Because of the seven-day revocation period, no part of this Agreement will
become effective or enforceable until the Effective Date. 
 3. Salary and Vacation Pay. On the Termination Date, the Company will
pay you $16.521.37 (less all applicable withholding taxes and other deductions). This amount represents all of your salary earned through the Termination Date and all of your accrued but unused vacation time or PTO. You acknowledge that the only
payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement. 
 4.
Severance Pay. Pursuant to Section 3(b)(i) of the Retention Agreement, if you sign this Agreement and do not revoke it in the time period provided for in Paragraph 2 above, the Company shall pay you severance payments equal to six
(6) months of your current base salary, which payments shall be paid in accordance with the Company’s regular payroll procedures beginning on the First Payment Date (as defined in the Retention Agreement), except that any payments that
would otherwise have been made before the First Payment Date shall be made on the First Payment Date. The aggregate amount of these severance payments is equal to $150,382.68 (less all applicable withholding taxes). In addition, any outstanding
expense reimbursements shall be paid by the First Payment Date. If you breach any provision of this Agreement, you understand that no additional severance payments will be made; however, in such event this Agreement shall remain in full force and
effect. 







 5. COBRA Premiums. You will receive information about your right to continue your group
health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after the Termination Date. In order to continue your coverage, you must file the required election form. Pursuant to Section 3(b)(ii) of the
Retention Agreement, if you sign this Agreement, do not revoke it in the time period provided for in Paragraph 2 above, and elect to continue group health insurance coverage, the Company will pay the monthly premium under COBRA for you and, if
applicable, for your dependents until the earliest of: (a) the end of the period of six (6) months following the month in which the Termination Date occurs or (b) the first day of your eligibility to participate in a comparable group
health plan maintained by a subsequent employer. All Company paid premiums will include both the employer portion and your portion of the monthly premiums. 

6. Retention Bonus In addition to the severance payments you are eligible for pursuant to your Retention Agreement with the Company,
you will also earn the Retention Bonus pursuant to, and as defined in, the Officer Retention Bonus Letter dated May 22, 2014 (the “Officer Retention Bonus Letter”), provided that you sign this Agreement and do not revoke it in the
time period provided for in Paragraph 2 above. The Retention Bonus will be paid on the First Payment Date. The aggregate amount of the Retention Bonus is equal to 20% of your 2014 base salary, or $60,153.04 (less all applicable withholding taxes).
You agree that you are not eligible for any additional bonus payments under the 2014 Corporate Incentive Bonus Program. 
 7. Equity
Awards. The Company has granted you options to purchase shares of its Common Stock (the “Options”) and restricted stock units (the “RSUs”). Attached as Exhibit A hereto is a summary of your Options and RSUs. Except as
otherwise noted in Exhibit A, each of the Options and the RSUs was granted pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”). The Options, to the extent vested as of the Termination Date, will remain exercisable for
the period of time specified in either (i) the Plan and the applicable Stock Option Agreement or (ii) with respect to the Non-Plan Option (as identified in Exhibit A), the Stock Option Agreement evidencing the Non-Plan Option, which
generally will be for three months following the Termination Date. No further vesting with respect to any Options or RSUs will occur following the Termination Date, and the unvested portion of any Options and RSUs will expire immediately on the
Termination Date. All written agreements between you and the Company regarding the Options and the RSUs will remain in full force and effect, and you agree to remain bound by all such agreements. You acknowledge and agree that you have no stock
rights in the Company other than those enumerated in this Paragraph 7 and in Exhibit A. 
 8. Release of All Claims. In
consideration for receiving the severance benefits described in Paragraphs 4 and 5 above and the Retention Bonus described in Paragraph 6 above, to the fullest extent permitted by law, you waive, release and promise never to assert any claims or
causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with
respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge,
constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair 

  
 Page 2 








 
dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability, sexual orientation or any other basis under Title VII of the Civil Rights Act of
1964, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims
that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. This release does not include claims for indemnification for any third party claims pursuant to any written indemnification agreement or
policy of insurance, if any, to which you are a party or a third party beneficiary, the Company bylaws or under applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for
breach of this Agreement. 
 9. Waiver. You expressly waive and release any and all rights and benefits under Section 1542 of
the California Civil Code (or any analogous law of any other state), which reads as follows: 
 A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 

10. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability,
any wrongdoing or any violation of law. 
 11. Other Agreements. At all times in the future, you will remain bound by your
Proprietary Information and Inventions Agreement with the Company, which you signed on May 31, 2011 and a copy of which is attached as Exhibit B, and any indemnity agreement you may have with the Company. In addition, you will remain bound
by Section 5 of your Retention Agreement. Except as expressly provided in this Agreement, this Agreement renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company
regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company. 

12. Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without
limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company. You may keep your Company issued iPhone, iPad and laptop and our IT department is available to assist
you in removing all electronic Company property from such devices. 
 13. No Disparagement. You agree that you will never make any
negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law, and the Company shall instruct its current officers
and directors not to make any negative or disparaging statements (orally or in writing) to any person or entity outside of the Company regarding you, except as required by law. 

  
 Page 3 








 14. Severability. If any term of this Agreement is held to be invalid, void or
unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result. 

15. Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of California (other than
their choice-of-law provisions). 
 16. Execution. This Agreement may be executed in counterparts, each of which will be considered
an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. 

Please indicate your agreement with the above terms by signing below. 

 

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

		 	Cary G. Vance
		 	President and Chief Executive Officer


 I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I
have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future. 
  

			
	 /s/ Peter J. Mariani

	Signature of Peter J. Mariani
		
	Dated:	 	 June 18, 2014









 EXHIBIT A 

EQUITY SUMMARY 
  

																	
	 Date of Grant
	  	Type of
Award	 	Exercise
Price Per
Share	 	  	Number of Shares
Vested as of the
Termination Date	 	  	Number of Shares
Unvested as of the
Termination Date	 	  	Expiration
Date
	 6/20/2011
	  	Option1	 	$	3.03	  	  	 	262,497	  	  	 	97,503	  	  	6/19/2018
	 6/5/2012
	  	Option	 	$	2.29	  	  	 	75,000	  	  	 	75,000	  	  	6/4/2019
	 11/12/2012
	  	Option	 	$	2.18	  	  	 	62,500	  	  	 	62,500	  	  	11/11/2019
	 3/4/2013
	  	Option	 	$	2.22	  	  	 	46,875	  	  	 	103,125	  	  	3/3/2020
	 2/11/2014
	  	PSU	 	 	N/A	  	  	 	0	  	  	 	74,627	  	  	N/A
	 2/25/2014
	  	Option	 	$	2.30	  	  	 	0	  	  	 	125,000	  	  	2/24/2024

  

	1 	Non-Plan Option 

  







 EXHIBIT B 

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT