exv10w4w1



 







Exhibit
10.4.1




Hansen Medical, Inc.

2006 Equity Incentive Plan




Option Agreement

(Incentive Stock Option or 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.



     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. Exercise Restriction for Non-Exempt Employees. In the event that you are an
Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended
(i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at least
six (6) months of Continuous Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your option.



     4. 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 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.




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



     6. 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.



     7. 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; 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 6,
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 and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service
within six (6) months after the Date of Grant specified in your Grant Notice, and (z) you have
vested in a portion of your option at the time of your termination of Continuous Service, your
option shall not expire until the earlier of (A) the later of the date that is seven (7) months
after the Date of Grant specified in your Grant Notice or the date that is three (3) months after
the termination of your Continuous Service, or (B) the Expiration Date;




 








 








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




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




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




     If your option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at all times beginning
on the date of grant of your option and ending on the day three (3) months before the date of your
option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability of your option
under certain circumstances for your benefit but cannot guarantee that your option will necessarily
be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise
your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates.



     8. 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) If your option is an Incentive Stock Option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.




          (d) 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.




     9. 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.



     10. 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.



     11. 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.




     12. 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.



     13. 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.



 









 





Hansen Medical, Inc.

2006 Equity Incentive Plan 




Option Grant Notice




     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:	 	 
	 	 	 	 	 
	 

	 	Vesting Commencement Date:	 	 
	 	 	 	 	 
	 

	 	Number of Shares Subject to Option:	 	 
	 	 	 	 	 
	 

	 	Exercise Price (Per Share):	 	 
	 	 	 	 	 
	 

	 	Total Exercise Price:	 	 
	 	 	 	 	 
	 

	 	Expiration Date:	 	 
	 	 	 	 	 





	 	 	 	 	 
	Type of Grant:

	 	 ̈ Incentive Stock Option1
	 	 ̈ Nonstatutory Stock Option
	 
	 	 	 	 
	Exercise Schedule:

	 	Same as Vesting Schedule	 	 
	 
	 	 	 	 
	Vesting Schedule:	 	[1/4th of the shares vest and become exercisable one (1) year after the Vesting Commencement Date; and
the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly
installments following the first anniversary of the Vesting Commencement Date.]
	 
	 	 	 	 
	 	 	[The shares vest and become exercisable in a series of forty-eight (48)
successive equal monthly installments over the four (4)-year period following
the Vesting Commencement Date.]
	 
	 	 	 	 
	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 exercise2





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:
	 	 
	 	 	 
	 
	 	 
	 

	 	 







 




			
	1	 	If this is an Incentive Stock Option, it (plus
other outstanding Incentive Stock Options) cannot be first exercisable for more
than $100,000 in value (measured by exercise price) in any calendar year. Any
excess over $100,000 is a Nonstatutory Stock Option.
	 
	2	 	An Incentive Stock Option may not be
exercised by a net exercise arrangement.




 









 










	 	 	 	 	 	 	 	 	 	 	 
	Hansen Medical, Inc.	 	 	 	Optionholder:
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature
	 	 	 	Signature

	Title:	 	 	 	 	 	Date:	 	 
	 

	 	 	 	 
	 	 	 	 	 	 
	Date:	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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




 









 








Attachment I




Option Agreement




 









 





Attachment II




2006 Equity Incentive Plan




 









 





Attachment III




Notice of Exercise