EX-10.78



 Exhibit 10.78 

 

					
		  	



	  	

 November 20, 2012 
 Will Sutton 
 Dear Will, 
 Hansen Medical, Inc. (the “Company”) is pleased to offer you employment on the following terms: 
 1. Position: Your title will be Chief Operating Officer with responsibility for Hansen’s Engineering and Manufacturing operations. This position will report to Bruce Barclay, the
Company’s President and Chief Executive Officer, and is a full-time position contingent upon successful completion of reference and background checks. 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 you have not made the Company aware of that would or might prohibit you from performing your duties for the Company. 
 2.
Cash Compensation: The Company will pay you a starting salary of $275,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee
compensation policies in effect from time to time. 
 3. Executive Bonus Plan: Subject to the approval of the Company’s Board of
Directors, you will be eligible to participate in an Executive Incentive bonus plan with an annual target payout of up to 35% of your base salary. The Company reserves the right to pay this bonus in Restricted Stock Units (RSU’s). 

4. Employee Benefits: As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In
addition, you will be entitled to four weeks paid vacation in accordance with the Company’s vacation policy. 
 5. Stock Options:
Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 350,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair
market value per share on the date the option is granted, 
 The option will be subject to the terms and conditions applicable to options
granted under the Company’s 2006 Equity Incentive Plan (the “Plan”), as described in the Plan and the applicable 








 Will Sutton 
 November 20, 2012 
 Page 2 

 

 
Stock Option Agreement, You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of
continuous service, as described in the applicable Stock Option Agreement. 
 6. Housing Allowance: You will be eligible for an
additional payment of $120,000 to assist you with housing and relocation expenses in connection with relocating to the San Francisco Bay Area. This payment will be made in 24 equal installments over the course of your first year as an employee in
accordance with the Company’s standard payroll procedures, including that taxes will be withheld from these payments. Accordingly, no actual expenses related to your commute or relocation based on your current residence will be reimbursed by
the Company. You will be expected to move to the San Francisco Bay Area with your family by the end of June, 2014, and should you voluntarily resign from the Company within twelve months of your start date, all payments made to you under this
housing allowance shall be immediately repaid to the Company. Should you voluntarily resign from the Company within twenty-four months from your start date, 50% of this allowance or $60,000 shall be immediately repaid to the Company. 

7. Total Compensation: Your total 1st year compensation package is estimated as follows: 

 

							
	 Base Salary:
	  	$	275,000	  	  	
	 RSU Bonus Potential
	  	$	96,250	  	  	(35% target bonus)
	 Option Value:
	  	$	350,000	  	  	(based on Black-Scholes value of $ 1.00)
	 Housing Allowance:
	  	$	120,000	  	  	
	 Insurance Benefits
	  	$	20.000	  	  	(estimated premiums paid bv Hansen)
		  	  
	  
	 	  	
	 Total Compensation:
	  	$	861,250	  	  	

 8. Retention Agreement: The Company will offer you the opportunity to enter into a Retention Agreement in the form
of the document attached hereto as Exhibit A. 
 9. 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. 

10. Employment Relationship: 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, 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). 








 Will Sutton 
 November 20, 2012 
 Page 3 

 

 11. Taxes: 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. 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
make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation. 
 12.
Interpretation, Amendment and Enforcement: This letter agreement and Exhibits A and B 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. 
 * * * * * 
 Will, we are excited about the possibility of you
joining our Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement, the Retention Agreement, and the enclosed Proprietary Information and
Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on December 4, 2012. 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 employment is also contingent upon your starting work with the Company on December 10, 2012. 
 If you have any questions, please call me at 650-404-5804. 
 Very truly yours, 

HANSEN MEDICAL, INC. 
  

			
	/s/ Bruce J Barclay
		
	By:	 	Bruce J Barclay
		
	 Title:
	 	President and CEO









 Will Sutton 
 November 20, 2012 
 Page 4 

 

 I have read and accept this employment offer: 

 

	
	 /s/ Will Sutton

	Will Sutton
	Dated: Dec 4, 2012

 Attachments 
 Exhibit A: Retention Agreement 
 Exhibit B: Proprietary Information and Inventions Agreement








 PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT 

The following confirms and memorializes an agreement that Hansen Medical, Inc., a Delaware corporation (the “Company”) and I,
William M Sutton have had since the commencement of my employment with the Company in any capacity and that is and has been a material part of the consideration for my employment by Company: 

1. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement or my
employment with Company. I will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose my own or any third party’s confidential information or intellectual
property when acting within the scope of my employment or otherwise on behalf of Company, Further, I have not retained anything containing any confidential information of a prior employer or other third party, whether or not created by me.

 2. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information made or
conceived or reduced to practice, in whole or in part, by me during the term of my employment with Company to and only to the fullest extent allowed by California Labor Code Section 2870 (which is attached as Appendix A) (collectively
“Inventions”) and I will promptly disclose all Inventions to Company. I will also disclose anything I believe is excluded by Section 2870 so that the Company can make an independent assessment. I hereby make all assignments necessary
to accomplish the foregoing. I shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned.
I hereby irrevocably designate and appoint Company as my agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in my behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of the foregoing with the same legal force and effect as if executed by me. If anything created by me prior to my employment relates to Company’s actual or proposed business, I have listed it on Appendix B in a
manner that does not violate any third party rights. Without limiting paragraph 1 or Company’s other rights and remedies, if, when acting within the scope of my employment or otherwise on behalf of Company, I use or (except pursuant to this
paragraph 2) disclose my own or any third party’s confidential information or intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and otherwise exploited without using or violating the foregoing),
Company will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights. 

3. To the extent allowed by law, paragraph 2 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any such Moral Rights under applicable law, I
hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements
from time to time as requested by Company. 







 4. I agree that all Inventions and all other business, technical and financial information
(including, without limitation, the identity of and information relating to customers or employees) I develop, learn or obtain during the term of my employment that relate to Company or the business or demonstrably anticipated business of Company or
that are received by or for Company in confidence, constitute “Proprietary Information,” I will hold in confidence and not disclose or, except within the scope of my employment, use any Proprietary Information. However, I shall not be
obligated under this paragraph with respect to information I can document is or becomes readily publicly available without restriction through no fault of mine. Upon termination of my employment, I will promptly return to Company all items
containing or embodying Proprietary Information (including all copies), except that I may keep my personal copies of (i) my compensation records, (ii) materials distributed to shareholders generally and (iii) this Agreement. I also
recognize and agree that I have no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and
that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. 
 5.
Until one year after the term of my employment, I will not encourage or solicit any employee or consultant of Company to leave Company for any reason (except for the bona fide firing of Company personnel within the scope of my employment).

 6. I agree that during the term of my employment with Company (whether or not during business hours), I will not engage in
any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and I will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably
anticipated business of Company. 
 7. I agree that this Agreement is not an employment contract for any particular term and
that I have the right to resign and Company has the right to terminate my employment at will, at any time, for any or no reason, with or without cause. In addition, this Agreement does not purport to set forth all of the terms and conditions of my
employment, and, as an employee of Company, I have obligations to Company which are not set forth in this Agreement, However, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent written agreement
signed by the President of Company. 
 8. I agree that my obligations under paragraphs 2, 3, 4 and 5 of this Agreement shall
continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that Company is entitled to communicate my obligations under this
Agreement to any future employer or potential employer of mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of Company, it subsidiaries,
successors and assigns. 

  
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 9. Any dispute in the meaning, effect or validity of this Agreement shall be resolved in
accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. I further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law,
such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. I also
understand that any breach of this Agreement will cause irreparable harm to Company for which damages would not be a adequate remedy, and, therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other
remedies and without any requirement to post bond. 
 I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY
WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. 
  

							
	 December 4, 2012 [date]
	  		  	Employee
				
		 		  		  	 /s/ William M Sutton

		 		  		  	Signature
				
		 		  		  	 William M Sutton

		 		  		  	Name (Printed)
			
	 Accepted and Agreed to:
	  		  	
	 Hansen Medical, Inc.
	  		  	
				
	 By
	 	 /s/ Bruce J Barclay
	  		  	


  
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 RETENTION AGREEMENT 

This Retention Agreement (the “Agreement”) is entered into as of November 20, 2012, 2012 (the “Effective
Date”), by and between Will Sutton (the “Executive”) and Hansen Medical, Inc. (the “Corporation”). 
 AGREEMENT 
 In consideration of the promises and mutual covenants set forth
herein, the parties hereby agree as follows: 
 1. Definitions. As used in this Agreement, unless the context requires a
different meaning, the following terms shall have the meanings set forth herein: 
 (a) “Board” shall mean the
Board of Directors of the Corporation 
 (b) “Cause” shall mean any of the following; (i) an intentional
unauthorized use or disclosure of the Corporation’s confidential information or trade secrets, which use or disclosure causes material harm to the Corporation, (ii) a material breach of any agreement between Executive and the Corporation,
(iii) a material failure to comply with the Corporation’s written policies or rules, (iv) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof,
(v) gross negligence or willful misconduct or (vi) a continued failure to perform assigned duties after receiving written notification of such failure from the Board. Executive shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to Executive a Notice of Termination and copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of those members of the Board who are not then employees of the Corporation
at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the
Board, Executive was guilty of the conduct set forth in the first sentence of this Section 1(b) and specifying the particulars thereof in detail. 
 (c) “Change in Control” means the occurrence of any of the following events: 
 (i) a transaction or series of transactions (other than an offering of the Corporation’s Common Stock to the general public through a registration statement filed with the Securities and Exchange
Commission) whereby any “person” or related “group” of “persons”, as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act (other than the Corporation, any of its subsidiaries, an employee benefit plan
maintained by the Corporation or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Corporation) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Corporation possessing more than 50% of the total combined voting power of the Corporation’s securities outstanding immediately after such
acquisition; or 
 (ii) During any period of two consecutive years, individuals who, at the beginning of such period,
constitute the Board together with any new director(s) (other than a 







 director designated by a person who shall have entered into an agreement with the Corporation to effect a
transaction described in Section l(c)(i) or Section l(c)(iii)) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or 

(iii) The consummation by the Corporation (whether directly involving the Corporation or indirectly involving the Corporation through
one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Corporation’s assets in any single transaction or series of
related transactions, in each case, other than a transaction: 
 (A) Which results in the Corporation’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Corporation or the person that, as a result of the transaction, controls,
directly or indirectly, the Corporation or owns, directly or indirectly, all or substantially all of the Corporation’s assets or otherwise succeeds to the business of the Corporation (the Corporation or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 

(B) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting
power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section l(c)(iii)(B) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting
power held in the Corporation prior to the consummation of the transaction. 
 (d) “COBRA” shall mean the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 
 (e) “COBRA Coverage” shall mean the
coverage under the Corporation’s medical, dental and/or vision benefit plans that Executive and/or Executive’s eligible dependents participates following a termination of employment pursuant to COBRA. 

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(g) “Covered Termination” shall mean (i) an Involuntary Termination Without Cause or (ii) a voluntary
termination of employment by Executive for Good Reason, provided that in either case, the termination constitutes a Separation from Service. 
 (h) “Date of Termination” shall mean (i) if Executive’s employment is terminated due to Executive’s death, the date of Executive’s death; and (ii) if
Executive’s employment is terminated for any reason other than death, the date specified in the Notice of Termination. 

  
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 (i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended. 
 (j) “First Payment Date” shall mean the 60th day after the Date of Termination or, if such day is not a business
day, the next business day thereafter. 
 (k) “Good Reason” shall mean Executive’s resignation due to any
of the following events which occurs without Executive’s written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied; (i) a material diminution of Executive’s base
salary and target bonus, other than in connection with an across-the-board reduction in the compensation (which, for avoidance of doubt, may include the elimination of any bonus opportunity) of the Company’s senior management that does not
disproportionately affect Executive, (ii) a material diminution of Executive’s authority, duties or responsibilities, or (iii) a material change in the geographic location at which Executive must perform services for the Corporation
(each of (i), (ii) and (iii), a “Good Reason Condition”). In order for Executive to resign for Good Reason, Executive must provide written notice to the Corporation of the existence of the Good Reason Condition within 90 days
of the initial existence of such Good Reason Condition. Upon receipt of such notice of the Good Reason Condition, the Corporation will be provided with a period of 30 days during which it may remedy the Good Reason Condition and not be required to
provide for the payments and benefits described herein as a result of such proposed resignation due to the Good Reason Condition specified in the Notice of Termination. If the Good Reason Condition is not remedied within the period specified in the
preceding sentence, Executive may resign based on the Good Reason Condition specified in the Notice of Termination effective no later than 180 days following the initial existence of such Good Reason Condition. 

(l) “Involuntary Termination Without Cause” shall mean termination of Executive’s employment by the Corporation
other than for Cause. For purposes of this Agreement, an Involuntary Termination Without Cause shall only include a termination by the Corporation where the Executive was willing and able to continue performing services within the meaning of
Treasury Regulation Section 1.409A-1(n)(1). 
 (m) “Notice of Termination” shall mean a notice from
Executive or the Corporation to the other party regarding the intent to terminate Executive’s employment. To the extent applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement (if any) relied
upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. 

(n) “Release” shall mean a release by Executive of all claims arising out of Executive’s employment with the
Corporation or the termination thereof, in a form reasonably acceptable to the Corporation. 
 (o) “Separation from
Service” means Executive’s termination of employment or service which constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-l(h). 

  
 3 








 2. Notice. 
 (a) Notice of Termination. Any termination, of Executive’s employment by the Corporation or by Executive (other than termination due to Executive’s death, which shall terminate
Executive’s employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 2(b) and shall set forth the Date of Termination, which shall not be earlier than the date
on which the Notice of Termination is provided, 
 (b) Manner of Notice. For purposes of this Agreement, a Notice of
Termination, as well as other notices and communications provided for in this Agreement, shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed to the Corporation at its principal office or to Executive at the address in the Corporation’s payroll records, provided that all notices to the Corporation shall be directed to the attention of its
Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 

3. Compensation upon Certain Terminations. 
 (a) Termination for Any Reason. Upon Executive’s termination of employment with the Corporation for any reason, Executive shall be paid all amounts earned or accrued but unpaid as of the
Executive’s termination of employment, including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Corporation during the period ending on the date of termination,
(iii) pay for unused vacation time, (iv) any bonuses and incentive compensation earned through the date of termination, and (v) reimbursement for any unused amounts deposited in the Corporation’s ESPP. 

(b) Covered Termination Prior to a Change in Control or More Than Twelve Months After a Change in Control. If Executive’s
employment with the Corporation is terminated due to a Covered Termination which occurs prior to a Change in Control or more than twelve (12) months following a Change in Control, and Executive executes and does not revoke a Release as
described in Section 3(d) below, then Executive shall be entitled to the following severance benefits: 
 (i) Severance
Payment. Executive shall be entitled to severance payments equal to six (6) months worth of the Executive’s then-current annual base salary (commencing as of the Date of Termination), which payments shall be paid in accordance with the
Corporation’s normal payroll procedures beginning on the First Payment Date, except that any payments that would otherwise have been made before the First Payment Date shall be made on the First Payment Date. 

(ii) Continued Benefits. For the period beginning on the Date of Termination and extending through the earlier of either
(A) six (6) months from the Date of Termination, or (B) the first day of Executive’s eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall pay COBRA Coverage for
Executive and Executive’s dependents. 

  
 4 








 (c) Covered Termination Within Twelve Months After a Change in Control. If
Executive’s employment with the Corporation is terminated due to a Covered Termination which occurs within twelve (12) months following a Change in Control, and Executive executes and does not revoke a Release as described in
Section 3(d) below, then Executive shall be entitled to the following severance benefits: 
 (i) Acceleration of Equity
Awards. Executive shall become vested with respect to one hundred percent (100%) of the unvested portion of any options to purchase the Corporation’s capital stock that Executive then holds and the restrictions with respect to one
hundred percent (100%) of any restricted share award, restricted stock unit award or other equity award with regard to the Corporations’ capital stock that Executive then holds shall immediately lapse. 

(ii) Severance Payment. Executive shall be entitled to severance payments equal to six (6) months worth of the
Executive’s then-current annual base salary (commencing as of the Date of Termination) and a pro rated portion of Executive’s annual target bonus for the same period, which payments shall be paid in accordance with the Corporation’s
normal payroll procedures beginning on the First Payment Date, except that any payments that would otherwise have been made before the First Payment Date shall be made on the First Payment Date. 

(iii) Continued Benefits. For the period beginning on the Date of Termination and extending through the earlier of either
(A) six (6) months from the Date of Termination, or (B) the first day of Executive’s eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall pay COBRA Coverage for
Executive and Executive’s dependents. 
 (d) Release. As a condition to Executive’s receipt of any benefits
described in this Section 3 (other than in Section 3(a)), Executive shall be required to execute a Release within fifty (50) days following the Date of Termination and not revoke such Release within any period permitted under
applicable law. Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution but shall exclude any continuing obligations the Corporation may have to Executive following the date of
termination under this Agreement or any other agreement providing for obligations to survive Executive’s termination of employment. 
 4. Section 409A. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Corporation at the time of his Separation from Service to be a “specified
employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution
under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of Executive’s
Separation from Service or (b) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4 shall be
paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of 

  
 5 








 
Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments
payable hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment. 

5. Excise Tax Limitation. 
 (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received
or to be received by Executive (“Payments”). constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax, whichever of
the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some
portion of the Payments may be subject to the Excise Tax. The Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each
case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). 
 (b) Unless the Corporation and Executive otherwise agree in writing, an initial determination as to whether the Payments shall be reduced and the amount of such reduction shall be made, at the
Corporation’s expense, by the accounting firm that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the
“Determination”), together with detailed supporting calculations and documentation, to the Corporation and Executive within twenty (20) days of the Date of Termination if applicable, or such other time as requested by the
Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of
Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any
such Payment or Payments. Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be
binding, final and conclusive upon the Corporation and Executive. 
 (c) As a result of the uncertainty in the application of
Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts
provided for by the limitation contained in Section 5(a). 
 (i) If it is established pursuant to a final determination of
a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all


  
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purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten
(10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such
Excess Payment until the date of such repayment. 
 (ii) In the event that it is determined by (A) the Accounting Firm,
the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to
Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such
amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment. 

6. Successors; Binding Agreement. 
 (a) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation
to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place, Unless expressly provided otherwise,
“Corporation” as used herein shall mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid. 
 (b) This Agreement shall inure to the benefit of and be enforceable by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to Executive’s devisee, legatee or other designee or, if there is no such designee, to Executive’s estate. 

7. Miscellaneous. 
 (a) Modification or Amendment. No provision of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing and signed by Executive and an authorized
officer of the Corporation as may be specifically designated by the Board or a committee thereof. 
 (b) Waiver. No
waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. 
 (c) Complete Agreement. This Agreement constitutes the
entire agreement between Executive and the Corporation and is the complete, final and exclusive embodiment of their agreement with regard to this subject matter, and this Agreement shall supersede any prior


  
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or contemporaneous written or oral agreements regarding this subject matter. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this Agreement. 
 (d) Non-Exclusivity of Rights.
Notwithstanding Section 7(c), nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Corporation (except for any severance
or termination policies, plans, programs or practices) and for which Executive may qualify, nor shall anything herein limit or reduce such rights as Executive may have under any other agreements with the Corporation (except for any severance,
termination or other agreement regarding the subject matter of this Agreement). Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan or program of the Corporation shall be payable in accordance with
such plan or program, except as explicitly modified by this Agreement. 
 (e) Governing Law. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. 
 (f) Statutory References. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. 

(g) Tax Withholding. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal,
state or local law, 
 (h) Section Headings. The section headings contained in this Agreement are for convenience only,
and shall not affect the interpretation of this Agreement. 
 (i) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 
 (j) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

 8. Arbitration. The parties hereby agree that any and all claims or controversies regarding this Agreement shall be
resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Palo Alto, California conducted before a single arbitrator by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) or its
successor, under the then applicable JAMS rules. By agreeing to this arbitration procedure, both parties waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. The arbitrator shall:
(a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential
findings and conclusions and a statement of the award. The Corporation shall pay all of JAMS’ arbitration fees. Nothing in this Agreement shall prevent either party from obtaining injunctive relief in court if necessary to prevent irreparable
harm pending the conclusion of any arbitration. 

  
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 9. Fees and Expenses. In connection with a Covered Termination which occurs within
twelve (12) months after a Change in Control, the Corporation shall pay all reasonable legal fees and related expenses (Including the costs of experts, evidence and counsel) incurred by Executive as they become due as a result of
(a) Executive seeking to obtain or enforce any right or benefit provided by this Agreement (including, but not limited to, any such fees and expenses incurred in connection with the Dispute whether as a result of any applicable government
taxing authority proceeding, audit or otherwise), and (b) Executive’s hearing before the Board as contemplated in Section 1(b) of this Agreement. To the extent that any reimbursements payable to Executive pursuant to this
Section 9 are subject to the provisions of Section 409A of the Code, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses
reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Section 9 will not be subject to liquidation or exchange for another benefit.

 10. Settlement of Claims. The Corporation’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against Executive or others,

 11. At-Will Employment. Nothing contained in this Agreement shall (a) confer upon Executive any right to continue
in the employ of the Corporation, (b) constitute any contract or agreement of employment, or (c) interfere in any way with the at-will nature of Executive’s employment with the Corporation, 

12. Miscellaneous. The Corporation shall not be required to fund or otherwise segregate assets to be used for the payment of any
benefits under this Agreement. The Corporation shall make such payments only out of its general corporate funds, and therefore its obligation to make such payments shall be subject to any claims of its other creditors having priority as to its
assets. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

  

			
	EXECUTIVE
	
	 /s/ Will Sutton

	Will Sutton
	
	HANSEN MEDICAL, INC.
	
	 /s/ Bruce J Barclay

	By:	 	Bruce J Barclay
		 	President and CEO



  
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