exv10w4w2



 







Non-Employee Director Grant




Exhibit
10.4.2




Hansen Medical, Inc.




2006 Equity Incentive Plan




Option Agreement




(Nonstatutory Stock Option)




     Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Hansen
Medical, Inc. (the “Company”) has granted you a stock option under its 2006 Equity Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service. If there is a Change in Control, and your Continuous Service is terminated as
of, or within twelve (12) months following the effective date of the Change in Control, your option
shall become fully vested and exercisable upon your date of termination, provided that such
termination was not a result of your voluntary resignation (other than any resignation required by
the terms of the Change in Control or required by the Company or the acquiring entity pursuant to
the Change in Control).



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments.



     3. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check, bank draft or money order payable to the Company or in any other manner permitted by your
Grant Notice, which may include one or more of the following:



          (a) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds.




          (b) Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock either that you have held for the period
required to avoid classification of your option as a liability for financial accounting




 









 








Non-Employee Director Grant



purposes (generally six (6) months) or that you did not acquire, directly or indirectly from
the Company, that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. “Delivery” for these
purposes, in the sole discretion of the Company at the time you exercise your option, shall include
delivery to the Company of your attestation of ownership of such shares of Common Stock in a form
approved by the Company. Notwithstanding the foregoing, you may not exercise your option by tender
to the Company of Common Stock to the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the Company’s stock.




          (c) Provided that at the time of exercise the Company has adopted FAS 123, as revised, by a
“net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common
Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company shall
accept a cash or other payment from you to the extent of any remaining balance of the aggregate
exercise price not satisfied by such reduction in the number of whole shares to be issued; provided
further, however, that shares of Common Stock will no longer be outstanding under your option and
will not be exercisable thereafter to the extent that (1) shares are used to pay the exercise price
pursuant to the “net exercise,” (2) shares are delivered to you as a result of such exercise, and
(3) shares are withheld to satisfy tax withholding obligations.




     4. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     5. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     6. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



          (a) three (3) months after the termination of your Continuous Service for any reason other
than your Disability or death, or upon a Change in Control (as described below); provided, however,
that (i) if during any part of such three (3) month period your option is not exercisable solely
because of the condition set forth in Section 5, your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate period of three (3)
months after the termination of your Continuous Service;




          (b) twelve (12) months after the termination of your Continuous Service due to your
Disability;




 









 








Non-Employee Director Grant




          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates;




          (d) subject to Section 7(d), twelve (12) months after the termination of your Continuous
Service if such termination occurs as of, or within twelve (12) months following the effective date
of a Change in Control, provided that such termination was not a result of your voluntary
resignation (other than any resignation required by the terms of the Change in Control or required
by the Company or the acquiring entity pursuant to the Change in Control);




          (e) the Expiration Date indicated in your Grant Notice; or




          (f) the day before the tenth (10th) anniversary of the Date of Grant.




     7. Exercise.



          (a) You may exercise the vested portion of your option during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise.




          (c) By exercising your option, you agree that you shall not sell, dispose of, transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar
transaction with the same economic effect as a sale, any shares of Common Stock or other securities
of the Company held by you, for a period of time specified by the managing underwriter(s) (not to
exceed one hundred eighty (180) days) following the effective date of a registration statement of
the Company filed under the Securities Act, other than a Form S-8 registration statement, (the
“Lock Up Period"); provided, however, that nothing contained in this section shall prevent the
exercise of a repurchase option, if any, in favor of the Company during the Lock Up Period. You
further agree to execute and deliver such other agreements as may be reasonably requested by the
Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to your shares of Common Stock until the end of such
period. The underwriters of the Company’s stock are intended third party beneficiaries of this
paragraph (d) and shall have the right, power and authority to enforce the provisions hereof as
though they were a party hereto.




          (d) Notwithstanding anything in this Option Agreement to the contrary, if required by the
terms of a Change in Control or required by the Company or the acquiring entity pursuant to the
Change in Control, (i) you shall be required to exercise (to the extent vested, which vesting may
have been accelerated pursuant to Section 1) your option on or prior to the effective date of the
Change in Control, and if you do not do so, your option shall terminate on




 









 








Non-Employee Director Grant



the effective date of the Change in Control, and (ii) any portion of your option that is
unvested as of the effective date of the Change in Control shall terminate on the effective date of
the Change in Control.




     8. Transferability. Your option is not transferable, except by will or by the laws
of descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option. In addition, you may transfer your option to a trust if you are considered
to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law)
while the option is held in the trust, provided that you and the trustee enter into transfer and
other agreements required by the Company.



     9. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



     10. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with the exercise of your option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount required to be withheld by law (or such
lower amount as may be necessary to avoid classification of your option as a liability for
financial accounting purposes). Any adverse consequences to you arising in connection with such
share withholding procedure shall be your sole responsibility.




          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.




 









 








Non-Employee Director Grant




     11. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     12. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.



 









 





Non-Employee Director Grant




Hansen Medical, Inc.

2006 Equity Incentive Plan 




([Initial] [Annual] Grant)



Hansen Medical, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common
Stock set forth below. This option is subject to all of the terms and conditions as set forth
herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety.




	 	 	 	 	 	 	 
	 

	 	Optionholder:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Date of Grant:	 	 	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Number of Shares Subject to Option:
	 	[30,000] [10,000]	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Exercise Price (Per Share):	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Total Exercise Price:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Expiration Date:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 
	Type of Grant:

	 	Nonstatutory Stock Option
	 
	 	 
	Exercise Schedule:

	 	Same as Vesting Schedule
	 
	 	 
	Vesting Schedule:

	 	[Initial Grant:  The shares vest and become
exercisable in a series of thirty-six (36) successive equal installments over the three (3)-year period following
 the Date of Grant.]
	 
	 	 
	 

	 	[Annual Grant: The shares vest and become exercisable in a series of twelve (12)
successive equal monthly installments over the one (1)-year period following the
Date of Grant.]
	 
	 	 
	Payment:

	 	By one or a combination of the following items (described in the Option Agreement):
	 
	 	 
	 

	 	 ̈  By cash, check, bank draft or money order payable to the Company
	 

	 	 ̈  Pursuant to a Regulation T Program if the shares are publicly traded
	 

	 	 ̈  By delivery of already-owned shares if the shares are publicly traded
	 

	 	 ̈  By net exercise





Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Option Grant Notice, the Option Agreement, and the Plan.
Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the
Option Agreement, and the Plan set forth the entire understanding between Optionholder and the
Company regarding the acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder under the Plan, and (ii) the following agreements only:




	 	 	 	 	 
	 

	 	Other Agreements:	 	 
	 

	 	 	 	 

	 
	 	 	 	 
	 

	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 
	Hansen Medical, Inc.	 	 	 	Optionholder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature	 	 
	Title:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 





Attachments: Option Agreement, 2006 Equity Incentive Plan, and Notice of Exercise





 









 








Non-Employee Director Grant




Attachment I




Option Agreement




 









 





Non-Employee Director Grant




Attachment II




2006 Equity Incentive Plan




 









 





Non-Employee Director Grant




Attachment III




Notice of Exercise