**Exhibit 10.63**

**HANSEN MEDICAL, INC.**

May 26, 2010 

Bruce J.Barclay 

Dear Bruce: 

Hansen Medical, Inc. (the “Company”) is pleased to offer you employment on the following terms: 

1. **Position**. Your title will be President & Chief Executive Officer, and you will report to the Company’s Board ofDirectors. This is a full-time position. In addition, the Board of Directors will appoint you as a member of the Board of Directors on your first day of employment with the Company. While you render services to the Company, you will not engage inany other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. In addition, you agree that during your employment with the Company you will serve as a directorof no more than one other corporation without the prior consent of the Company’s Board of Directors. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that wouldprohibit you from performing your duties for the Company. 

2. **Cash Compensation**. The Company willpay you a starting salary at the rate of $450,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be reviewed annually and will be subject to adjustment pursuant to the Company’s employeecompensation policies in effect from time to time. In addition, you will be eligible for an incentive bonus of up to 40% of your base salary for the Company’s 2010 fiscal year, prorated based on the number of days you are employed by theCompany during that fiscal year (the “Target Bonus”). You will be eligible to earn the Target Bonus based on criteria to be mutually agreed to by you and the Compensation Committee and approved by the Company’s Board of Directorsprior to your first day of employment. The Company’s Board of Directors will determine whether and to what extent the bonus criteria have been achieved. With respect to any bonus criteria that are based on the Company’s 2010 operatingplan: (i) no bonus will be earned related to such bonus criteria unless you achieve at least 90% of the applicable bonus criteria, (ii) 75% of the related portion of the Target Bonus will be earned upon achievement of 90% of the bonuscriteria, (iii) 100% of the related portion of the Target Bonus will be earned upon achievement of 100% of the bonus criteria, and (iv) in the event of achievement between 90-100% of the bonus criteria, the amount of the related portion ofyour Target Bonus will be determined on a linear basis. Any bonus will be paid within2 1/2 months after the close of the fiscal year, butonly if you are still employed by the Company at the time of payment. The determinations of the Company’s Board of Directors with respect to your bonus will be final and binding. For future fiscal years you will be considered for a

Bruce J. Barclay 

May 26, 2010 

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target bonus of at least 40% of your base salary, which target bonus and related bonus criteria will be approved by the Board of Directors at the beginning of such fiscal years. 

3. **Employee Benefits**. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsoredbenefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. 

4. **Relocation Benefits**. In order to assist you in relocating to the San Francisco Bay Area and to, in part, mitigate the impact ofthe higher San Francisco Bay Area housing costs, the Company will pay you a housing and relocation allowance of $15,417 per month. This amount will be paid in accordance with the Company’s standard payroll schedule for the first 12 months ofyour employment. 

5. **Equity Awards**. 

(a) ***Stock Option***. You will be granted an option to purchase 1,700,000 shares of the Company’sCommon Stock (the “Option”). The Option will be granted on your first day of employment with the Company (the “Grant Date”). The exercise price per share of the Option will be equal to the fair market value of the Company’sCommon Stock on the date the Option is granted. You will vest in1/8th of the Option shares after 6 months of continuousemployment, and the balance will vest in equal monthly installments over the next 42 months of continuous employment, as described in the applicable Stock Option Agreement. The Company intends to grant the Option as an “inducement grant”(within the meaning of Nasdaq Marketplace Rule 5635(c)(4)). While the Option will be granted outside of the Company’s 2006 Equity Incentive Plan (the “Plan”), the other terms and conditions applicable to the Option will be consistentwith those applicable to Options granted under the Plan, as described in the applicable Stock Option Agreement. 

(b)***Performance Options***. You will be granted an option to purchase an additional 200,000 shares of the Company’s Common Stock (the “Performance Option”). The Performance Option will be granted on the Grant Date. The exerciseprice per share of the Performance Option will be equal to the fair market value of the Company’s Common Stock on the date the Performance Option is granted. The Performance Option will be subject to the terms and conditions applicable tooptions granted under the Plan, as described in the Plan and the applicable Stock Option Agreement. Vesting of the Performance Option will be contingent on the achievement of certain milestones to be mutually agreed to by you and the CompensationCommittee and approved by the Company’s Board of Directors prior to the Grant Date, as well as your continuous employment through the applicable milestone vesting date, as further described in the applicable Stock Option Agreement. TheCompany’s Board of Directors shall determine whether and when a milestone has been achieved, which date of such determination shall be the vesting date with respect to the related option shares. To the extent a milestone is not met by thedeadline date, the Performance Option will expire with respect to the related option shares 90 days after the applicable deadline date or, if sooner, the date the Board determines that (i) the milestone was not achieved, and (ii) theunvested option shares shall expire and no longer be subject to the Performance Option. 

Bruce J. Barclay 

May 26, 2010 

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(c) ***Initial Restricted Stock Units***. You will be granted restricted stockunits representing 50,000 shares of the Company’s Common Stock on the Grant Date. The award will be subject to the terms and conditions applicable to restricted stock unit awards granted under the Plan, as described in the Plan and theapplicable Restricted Stock Unit Award Agreement. The award will vest in equal quarterly installments over three years of continuous employment, as described in the applicable Restricted Stock Unit Agreement. 

(d) ***Additional Restricted Stock Units***. Upon completion of 12 months of continuous employment, you will be grantedrestricted stock units representing an additional 50,000 shares of the Company’s Common Stock. The award will be subject to the terms and conditions applicable to restricted stock unit awards granted under the Plan, as described in the Plan andthe applicable Restricted Stock Unit Award Agreement. The award will vest in equal quarterly installments over three years of continuous employment from your 12-month anniversary, as described in the applicable Restricted Stock Unit Agreement.

6. **Severance Benefits**. The Company will offer you the opportunity to enter into a Retention Agreement in the formattached hereto as **Exhibit A**. 

7. **Proprietary Information and Inventions Agreement**. Like all Company employees,you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as **Exhibit B**. 

8. **Legal Fees.** The Company shall promptly pay all reasonable costs and expenses (including fees and disbursements of legalcounsel) up to $15,000 incurred by you in negotiating the terms and conditions of this letter agreement. 

9. **EmploymentRelationship**. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, withor 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, compensationand 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 authorizedofficer of the Company (other than you). 

10. **Tax Matters**. 

(a) **Withholding**. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicablewithholding and payroll taxes and other deductions required by law. 

(b) **Tax Advice**. You are encouraged to obtain yourown tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not

Bruce J. Barclay 

May 26, 2010 

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make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation. 

11. **Interpretation, Amendment and Enforcement**. This letter agreement and Exhibit A and Exhibit B constitute the completeagreement 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 letteragreement 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 withany Dispute or any claim related to any Dispute. 

* * * * * 

Bruce J. Barclay 

May 26, 2010 

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We hope that you will accept our offer to join the Company. You may indicate youragreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if notaccepted, will expire at the close of business on May 26, 2010. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employmentis also contingent upon your starting work with the Company on or before June 9, 2010. 

 
Very truly yours,HANSEN MEDICAL, INC. 
/S/ RUSSELL C. HIRSCH, M.D., PH.D.
By: 
Russell C. Hirsch, M.D., Ph.D.
 
On behalf of the Board of Directors

I have read and accept this employment offer: 

 

    /S/ BRUCE JBARCLAY
 Signature of **Bruce J. Barclay**Dated: 
May 26, 2010

**Attachment**

Exhibit A: RetentionAgreement 

Exhibit B: Proprietary Information and Inventions Agreement