EX-10.2



 Exhibit 10.2 

Hansen Medical, Inc. 

Non-Employee Director Compensation Arrangements 

Effective as of January 1, 2015, our compensation program for non-employee directors provides that each member of our board of directors who
is not an employee will receive the following cash compensation for board services, as applicable: 
  

	 	•	 	$45,000 per year for service as a board member; 

  

	 	•	 	$30,000 per year for service as chairman of the board of directors (in addition to the cash compensation payable for service as a board member); 


 

	 	•	 	$20,000 per year for service as chairman of the audit committee; 

  

	 	•	 	$13,000 per year for service as chairman of the compensation committee; 

  

	 	•	 	$9,000 per year for service as chairman of the nominating and corporate governance committee; 

  

	 	•	 	$10,000 per year for service as a non-chairman member of the audit committee; 

  

	 	•	 	$6,000 per year for service as a non-chairman member of the compensation committee; 

  

	 	•	 	$5,000 per year for service as a non-chairman member of the nominating and corporate governance committee; 


We will also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and
committees of the board of directors. 
 Additionally, members of our board of directors who are not our employees receive non-statutory
stock options under our 2006 Equity Incentive Plan. Each non-employee director joining our board of directors after June 15, 2015 will automatically be granted, as of the date his or her board service commences, a non-statutory stock option to
purchase 75,000 shares of common stock with an exercise price equal to the then fair market value of our common stock. Initial grants will vest monthly over three years. For board services rendered for the year ending December 31, 2015, on June 15,
2015, each non-employee director will be granted a non-statutory stock option to purchase 60,000 shares of our common stock (provided that grants to non-employee directors that have served for less than 12 months will be reduced pro rata for each
quarter the director did not serve as a non-employee director in the 12 months preceding the grant date) and the non-employee director who is then serving as the chairman of the board (if any) will be granted an additional non-statutory stock option
to purchase 10,000 shares of our common stock on that date, in each case with an exercise price equal to the then fair market value of our common stock. Thereafter, on the date of adjournment of each annual meeting of our stockholders after January
1, 2016, each non-employee director will automatically be granted a non-statutory stock option to purchase 60,000 shares of our common stock on that date (provided that grants to non-employee directors that have served for less than 12 months will
be reduced pro rata for each quarter the director did not serve as a non-employee director in the 12 months preceding the grant date) and the non-employee director who is then serving as the chairman of the board (if any) will automatically be
granted an additional non-statutory stock option to purchase 10,000 shares of our common stock on that date, in each case with an exercise price equal to the then fair market value of our common stock. The grants for board services rendered for the
year ending December 31, 2015 and future automatic annual grants (including the grant to the chairman of the board of directors) will vest monthly over the twelve-month period beginning on the date of grant. All stock options granted under our 2006
Equity Incentive Plan may have a term of up to ten years.