EX-10.79



 Exhibit 10.79 
 HANSEN MEDICAL, INC. 
 2006
EQUITY INCENTIVE PLAN: 
 NOTICE OF
RESTRICTED STOCK UNIT AWARD 
 You have been granted restricted stock units (or
“units”), pursuant to Section 6(b) of the Hansen Medical, Inc. (the “Company”) 2006 Equity Incentive Plan (the “Plan”), representing shares of Common Stock of the Company on the following terms: 

 

			
	Name of Recipient:	  	[Name]
		
	Total Number of Units Granted:	  	[Number]
		
	Date of Grant:	  	[Grant Date]
		
	Vesting Commencement Date:	  	[VCD]
		
	Vesting Schedule:	  	[    ]% of the units subject to this award will vest when you complete each [    ]-month period of “Continuous Service” (as defined
in the Plan) after the Vesting Commencement Date.

 You and the Company agree that these units are granted under and governed by the terms and conditions of the Plan and the
Restricted Stock Unit Award Agreement, both of which are attached to and made a part of this document. 
 You further agree that the Company may
deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If
the Company posts these documents on a website, it will notify you by email. 
  

									
	RECIPIENT:	 		 	HANSEN MEDICAL, INC.
				
	  
	 		 	By:	 	  

		 		 		 	Title:	 	  



  








 HANSEN MEDICAL, INC. 

2006 EQUITY INCENTIVE PLAN: 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

 

			
	Payment for Units	  	No payment is required for the units that you are receiving.
		
	Vesting	  	The units vest in installments, as shown in the Notice of Restricted Stock Unit Award. No additional units vest after your Continuous Service has terminated for any
reason.
		
	Forfeiture	  	 If your Continuous Service terminates for any reason, then your units will be forfeited to the extent that they have not vested before
the termination date. This means that any units that have not vested under this Agreement will be cancelled immediately. You receive no payment for units that are forfeited.

 
 The Company determines when your Continuous Service terminates for this
purpose.

		
	Settlement of Units	  	 Each unit will be settled on the first Permissible Trading Day that occurs on or after the day when the unit vests. However, each unit
must be settled not later than the March 15 of the calendar year after the calendar year in which the unit vests.
  
 At the time of settlement, you will receive one share of the Company’s Common Stock for each vested unit. But the Company, at its sole discretion, may substitute an equivalent amount of cash if the
distribution of stock is not reasonably practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Common Stock at the time of settlement.

		
	“Permissible Trading Day”	  	 “Permissible Trading Day” means a day that satisfies each of the following requirements:

 

•      The Nasdaq Global Market is open for trading on that day,

 

•      You are permitted to sell shares of the Company’s Common Stock on
that day without incurring
 liability under Section 16(b) of the Securities Exchange Act of 1934, as amended,

 

•      Either (a) you are not in possession of material non-public information
that would make it illegal for
 you to sell shares of the Company’s Common Stock on that day under
Rule



  









			
		  	 10b-5 of the Securities and Exchange Commission or (b) Rule 10b5 1 of the Securities and Exchange Commission is
applicable,
  

•      Under the Company’s written Insider Trading Policy, you are
permitted to sell shares of the
 Company’s Common Stock on that day, and

 

•      You are not prohibited from selling shares of the Company’s Common
Stock on that day by a written
 agreement between you and the Company or a third party.

		
	Section 409A	  	This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any units that otherwise would have been settled during the first six months following
your separation from service will instead be settled during the seventh month following your separation from service, unless the settlement of those units is exempt from Section 409A of the Code.
		
	Nature of Units	  	Your units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future date.
As a holder of units, you have no rights other than the rights of a general creditor of the Company.
		
	No Voting Rights or Dividends	  	Your units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your units are settled by issuing shares of
the Company’s Common Stock.
		
	Units Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any units. For instance, you may not use your units as security for a loan.
		
	Withholding Taxes	  	No stock certificates or cash will be distributed to you unless you have made arrangements satisfactory to the Company for the payment of any withholding taxes that are due as a
result of the vesting or settlement of this award (the “Tax Withholding Obligation”).


  
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		  	 In this regard, you authorize the Company, at its sole discretion, to satisfy your Tax Withholding Obligation by one or a combination of
the following:
  

•      Withholding the amount of any Tax Withholding Obligation from your
wages or other cash
 compensation paid to you by the Company.

 

•      Instructing a brokerage firm selected by the Company for this purpose
to sell on your behalf a number
 of whole shares of Company stock to be issued to you when the units are settled that the
Company determines are appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price. Regardless
of whether the Company arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale.

 

•      Withholding shares of Company stock that would otherwise be issued to
you when the units are
 settled equal in value to the Tax Withholding Obligation. The fair market value of the withheld
shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Tax Withholding Obligation.
  

•      Any other means approved by the Company.

 
 You agree to pay to the Company in cash any amount of Tax Withholding Obligation
that the Company does not elect to satisfy by the means described above.

		
	Restrictions on Resale	  	You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Continuous Service continues and for such period of time after the termination of your Continuous Service as the Company may specify.
		
	Employment at Will	  	Your award or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the
right to terminate your Continuous Service at any time, with or without cause.


  
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	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of your units will be adjusted accordingly, as the Company may determine pursuant to
the Plan.
		
	Beneficiary Designation	  	You may dispose of your units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has
been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested units that you hold at the time of your
death.
		
	Effect of Merger	  	If the Company is a party to a merger, consolidation or reorganization, then your units will be subject to the applicable provision of the Plan, provided that any action taken must
either (a) preserve the exemption of your units from Section 409A of the Code or (b) comply with Section 409A of the Code.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.

 
 The Plan, this Agreement and the Notice of Restricted Stock Unit Award constitute
the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the
parties.


 BY SIGNING THE COVER SHEET
OF THIS AGREEMENT, YOU AGREE TO ALL OF THE 

TERMS AND CONDITIONS DESCRIBED ABOVE AND
IN THE PLAN. 

  
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