exv10w4w3



 







Exhibit 10.4.3




Hansen Medical, Inc. 2002 Stock Plan




Notice of Stock Option Grant




          You have been granted the following option to purchase shares of the Common Stock of
Hansen Medical, Inc. (the “Company”):




	 	 	 
	Name of Optionee:

	 	                                                                                
	 
	 	 
	Total Number of Shares:

	 	                                                                                
	 
	 	 
	Type of Option:

	 	                                                                                
	 
	 	 
	Exercise Price Per Share:

	 	$                                                                                
	 
	 	 
	Date of Grant:

	 	                                                                                
	 
	 	 
	Date Exercisable:

	 	This option may be exercised at any time after the Date of Grant
for all or any part of the Shares subject to this option.
	 
	 	 
	Vesting Commencement Date:

	 	                                                                                
	 
	 	 
	Vesting Schedule:

	 	The Right of Repurchase shall lapse with respect to the first 25% of the
Shares subject to this option when the Optionee completes 12 months of continuous
Service after the Vesting Commencement Date. The Right of Repurchase shall lapse with
respect to an additional 2.08333% of the Shares subject to this option when the
Optionee completes each month of continuous Service thereafter.
	 
	 	 
	Expiration Date:

	 	                                                                                .
	 

	 	This option expires earlier if
the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option
Agreement.





By your signature and the signature of the Company’s representative below, you and the Company
agree that this option is granted under and governed by the terms and conditions of the 2002 Stock
Plan and the Stock Option Agreement, both of which are attached to and made a part of this
document.




	 	 	 	 	 	 	 	 	 
	Optionee:	 	 	 	Hansen Medical, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 
	 	 	 	 

	 	 
	Title: ___
	 	 	 	 	 	 	 	 






 








 





THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.




Hansen Medical, Inc. 2002 Stock Plan:

Stock Option Agreement




SECTION 1. GRANT OF OPTION.




          (a) Option. On the terms and conditions set forth in the Notice of Stock
Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option
to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option
Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the
Date of Grant (110% of Fair Market Value if Section 3(b) of the Plan applies). This option is
intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.




          (b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock
Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by
the $100,000 annual limitation under Section 422(d) of the Code.




          (c) Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of
which the Optionee acknowledges having received. The provisions of the Plan are incorporated into
this Agreement by this reference. Capitalized terms are defined in Section 14 of this Agreement.




SECTION 2. RIGHT TO EXERCISE.




          (a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in
this Agreement, all or part of this option may be exercised prior to its expiration at the time or
times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option
may be subject to the Right of Repurchase under Section 7.




          (b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion
of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s
stockholders.




SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.




          Except as otherwise provided in this Agreement, this option and the rights and privileges
conferred hereby shall not be sold, pledged or otherwise transferred (whether by




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operation of law or otherwise) and shall not be subject to sale under execution, attachment,
levy or similar process.




SECTION 4. EXERCISE PROCEDURES.




          (a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this
option by giving written notice to the Company pursuant to Section 13(c). The notice shall specify
the election to exercise this option, the number of Shares for which it is being exercised and the
form of payment. The person exercising this option shall sign the notice. In the event that this
option is being exercised by the representative of the Optionee, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative’s right to exercise this option. The
Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the
notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price.




          (b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause
to be issued one or more certificates evidencing the Shares for which this option has been
exercised. Such Shares shall be registered (i) in the name of the person exercising this option,
(ii) in the names of such person and his or her spouse as community property or as joint tenants
with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable
trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited
in escrow under Section 7(c). In the case of other Shares, the Company shall cause such
certificates to be delivered to or upon the order of the person exercising this option.




          (c) Withholding Taxes. In the event that the Company determines that it is required to
withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the
exercise of this option, shall make arrangements satisfactory to the Company to enable it to
satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to
the Company to enable it to satisfy any withholding requirements that may arise in connection with
the vesting or disposition of Shares purchased by exercising this option.




SECTION 5. PAYMENT FOR STOCK.




          (a) Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.




          (b) Surrender of Stock. All or any part of the Purchase Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be
surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value
on the date when this option is exercised. The Optionee shall not surrender, or attest to the
ownership of, Shares in payment of the Purchase Price if such action would cause the Company to
recognize compensation expense (or additional compensation expense) with respect to this option for
financial reporting purposes.




          (c) Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by
the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities
broker approved by the Company to sell Shares and to deliver all or part




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of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall
be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate
applicable law.




          (d) Exercise/Pledge. All or part of the Purchase Price and any withholding taxes may be paid
by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Company, as security for a loan, and to deliver
all or part of the loan proceeds to the Company. However, payment pursuant to this Subsection (d)
shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate
applicable law.




SECTION 6. TERM AND EXPIRATION.




          (a) Basic Term. This option shall in any event expire on the expiration date set forth in the
Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the
Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and
Section 3(b) of the Plan applies).




          (b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any
reason other than death, then this option shall expire on the earliest of the following occasions:





          (i) The expiration date determined pursuant to Subsection (a) above;




          (ii) The date three months after the termination of the Optionee’s Service for
any reason other than Disability; or




          (iii) The date six months after the termination of the Optionee’s Service by
reason of Disability.


The Optionee may exercise all or part of this option at any time before its expiration under the
preceding sentence, but only to the extent that this option is exercisable for vested Shares on or
before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates,
this option shall expire immediately with respect to the number of Shares for which this option is
not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies
after termination of Service but before the expiration of this option, all or part of this option
may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate
or by any person who has acquired this option directly from the Optionee by beneficiary
designation, bequest or inheritance, but only to the extent that this option was exercisable for
vested Shares on or before the date when the Optionee’s Service terminated.




          (c) Death of the Optionee. If the Optionee dies while in Service, then this option shall
expire on the earlier of the following dates:





          (i) The expiration date determined pursuant to Subsection (a) above; or



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          (ii) The date 12 months after the Optionee’s death.


All or part of this option may be exercised at any time before its expiration under the preceding
sentence by the executors or administrators of the Optionee’s estate or by any person who has
acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance,
but only to the extent that this option is exercisable for vested Shares on or before the
Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the
number of Shares for which this option is not yet exercisable and with respect to any Restricted
Shares.




          (d) Leaves of Absence. For any purpose under this Agreement, Service shall be deemed to
continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the
Company in writing and if continued crediting of Service for such purpose is expressly required by
the terms of such leave or by applicable law (as determined by the Company).




          (e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the
Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the
extent that it is exercised:





          (i) More than three months after the date when the Optionee ceases to be an
Employee for any reason other than death or permanent and total disability (as
defined in Section 22(e)(3) of the Code);




          (ii) More than 12 months after the date when the Optionee ceases to be an
Employee by reason of permanent and total disability (as defined in Section 22(e)(3)
of the Code); or




          (iii) More than three months after the date when the Optionee has been on a
leave of absence for 90 days, unless the Optionee’s reemployment rights following
such leave were guaranteed by statute or by contract.



SECTION 7. RIGHT OF REPURCHASE.




          (a) Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option
Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares
and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to
exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a
portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the
Repurchase Period following the termination of the Optionee’s Service. The Right of Repurchase may
be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised,
the Company shall pay the Optionee an amount equal to the Exercise Price for each of the Restricted
Shares being repurchased.




          (b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the
Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option
Grant.




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          (c) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in
escrow with the Company to be held in accordance with the provisions of this Agreement. Any
additional or exchanged securities or other property described in Subsection (f) below shall
immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on
Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee
and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow
under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the
Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her
request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently
than once every six months). In any event, all Shares that have ceased to be Restricted Shares,
together with any other vested assets held in escrow under this Agreement, shall be released within
90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the
Right of First Refusal.




          (d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of
Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period,
unless the Company during the Repurchase Period notifies the holder of the Restricted Shares
pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the
Restricted Shares. During the Repurchase Period, the Company shall pay to the holder of the
Restricted Shares the purchase price determined under Subsection (a) above for the Restricted
Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling
indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The
certificate(s) representing the Restricted Shares being repurchased shall be delivered to the
Company properly endorsed for transfer.




          (e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in
accordance with this Section 7 and the Company makes available the consideration for the Restricted
Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no
longer have any rights as a holder of the Restricted Shares (other than the right to receive
payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased
pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been
delivered to the Company or the consideration for such Restricted Shares has been accepted.




          (f) Additional or Exchanged Securities and Property. In the event of a merger or
consolidation of the Company with or into another entity, any other corporate reorganization, a
stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any
securities or other property (including cash or cash equivalents) that are by reason of such
transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately
be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or
distribution of such securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid
upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable
for the Restricted Shares shall remain the same. In the event of a merger or




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consolidation of the Company with or into another entity or any other corporate
reorganization, the Right of Repurchase may be exercised by the Company’s successor.




          (g) Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or
otherwise dispose of any Restricted Shares without the Company’s written consent, except as
provided in the following sentence. The Optionee may transfer Restricted Shares to one or more
members of the Optionee’s Immediate Family or to a trust established by the Optionee for the
benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in
either case that the Transferee agrees in writing on a form prescribed by the Company to be bound
by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this
Agreement shall apply to the Transferee to the same extent as to the Optionee.




          (h) Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s
Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of
Repurchase from the Company shall assume all of the Company’s rights and obligations under this
Section 7.




SECTION 8. RIGHT OF FIRST REFUSAL.




          (a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or
otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in
such Shares, the Company shall have the Right of First Refusal with respect to all (and not less
than all) of such Shares. If the Optionee desires to transfer Shares acquired under this
Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the
proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer
price, the name and address of the proposed Transferee and proof satisfactory to the Company that
the proposed sale or transfer will not violate any applicable federal or state securities laws.
The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must
constitute a binding commitment of both parties to the transfer of the Shares. The Company shall
have the right to purchase all, and not less than all, of the Shares on the terms of the proposal
described in the Transfer Notice (subject, however, to any change in such terms permitted under
Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30
days after the date when the Transfer Notice was received by the Company.




          (b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30
days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days
following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject
to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that
any such sale is made in compliance with applicable federal and state securities laws and not in
violation of any other contractual restrictions to which the Optionee is bound. Any proposed
transfer on terms and conditions different from those described in the Transfer Notice, as well as
any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First
Refusal and shall require compliance with the procedure described in Subsection (a) above. If the
Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares
on the terms set forth in the Transfer Notice within 60 days




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after the date when the Company received the Transfer Notice (or within such longer period as
may have been specified in the Transfer Notice); provided, however, that in the event the Transfer
Notice provided that payment for the Shares was to be made in a form other than cash or cash
equivalents paid at the time of transfer, the Company shall have the option of paying for the
Shares with cash or cash equivalents equal to the present value of the consideration described in
the Transfer Notice.




          (c) Additional or Exchanged Securities and Property. In the event of a merger or
consolidation of the Company with or into another entity, any other corporate reorganization, a
stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any
securities or other property (including cash or cash equivalents) that are by reason of such
transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8
shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the
exchange or distribution of such securities or property shall be made to the number and/or class of
the Shares subject to this Section 8.




          (d) Termination of Right of First Refusal. Any other provision of this Section 8
notwithstanding, in the event that the Stock is readily tradable on an established securities
market when the Optionee desires to transfer Shares, the Company shall have no Right of First
Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by
Subsections (a) and (b) above.




          (e) Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary
designation, will or intestate succession or (ii) a transfer to one or more members of the
Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the
Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case
that the Transferee agrees in writing on a form prescribed by the Company to be bound by all
provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement,
either under this Subsection (e) or after the Company has failed to exercise the Right of First
Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.




          (f) Termination of Rights as Stockholder. If the Company makes available, at the time and
place and in the amount and form provided in this Agreement, the consideration for the Shares to be
purchased in accordance with this Section 8, then after such time the person from whom such Shares
are to be purchased shall no longer have any rights as a holder of such Shares (other than the
right to receive payment of such consideration in accordance with this Agreement). Such Shares
shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether
or not the certificate(s) therefor have been delivered as required by this Agreement.




          (g) Assignment of Right of First Refusal. The Board of Directors may freely assign the
Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the
Right of First Refusal from the Company shall assume all of the Company’s rights and obligations
under this Section 8.




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SECTION 9. LEGALITY OF INITIAL ISSUANCE.




          No Shares shall be issued upon the exercise of this option unless and until the Company has
determined that:





          (a) It and the Optionee have taken any actions required to register the Shares
under the Securities Act or to perfect an exemption from the registration
requirements thereof;




          (b) Any applicable listing requirement of any stock exchange or other
securities market on which Stock is listed has been satisfied; and




          (c) Any other applicable provision of federal, state or foreign law has been
satisfied.



SECTION 10. NO REGISTRATION RIGHTS.




          The Company may, but shall not be obligated to, register or qualify the sale of Shares under
the Securities Act or any other applicable law. The Company shall not be obligated to take any
affirmative action in order to cause the sale of Shares under this Agreement to comply with any
law.




SECTION 11. RESTRICTIONS ON TRANSFER.




          (a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under
the Plan have been registered under the Securities Act or have been registered or qualified under
the securities laws of any state, the Company at its discretion may impose restrictions upon the
sale, pledge or other transfer of such Shares (including the placement of appropriate legends on
stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the
Company, such restrictions are necessary or desirable in order to achieve compliance with the
Securities Act, the securities laws of any state or any other law.




          (b) Market Stand-Off. In connection with any underwritten public offering by the Company of
its equity securities pursuant to an effective registration statement filed under the Securities
Act, including the Company’s initial public offering, the Optionee or a Transferee shall not
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or
sell any option or other contract for the purchase of, purchase any option or other contract for
the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to, any Shares acquired under this Agreement without the prior written
consent of the Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be in
effect for such period of time following the date of the final prospectus for the offering as may
be requested by the Company or such underwriters. In no event, however, shall such period exceed
180 days. The Market Stand-Off shall in any event terminate two years after the date of the
Company’s initial public offering. In the event of the declaration of a stock dividend, a
spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company’s outstanding securities without receipt of consideration, any
new, substituted or additional securities which are by reason of such transaction distributed with
respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become




9









 







convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the
Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares
acquired under this Agreement until the end of the applicable stand-off period. The Company’s
underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This
Subsection (b) shall not apply to Shares registered in the public offering under the Securities
Act, and the Optionee or a Transferee shall be subject to this Subsection (b) only if the directors
and officers of the Company are subject to similar arrangements.




          (c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be
acquired upon exercising this option will be acquired for investment, and not with a view to the
sale or distribution thereof.




          (d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not
registered under the Securities Act but an exemption is available which requires an investment
representation or other representation, the Optionee shall represent and agree at the time of
exercise that the Shares being acquired upon exercising this option are being acquired for
investment, and not with a view to the sale or distribution thereof, and shall make such other
representations as are deemed necessary or appropriate by the Company and its counsel.




          (e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the
following legend:





“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR
IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE
PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY
CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN
REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER
HEREOF WITHOUT CHARGE.”


All certificates evidencing Shares purchased under this Agreement in an unregistered transaction
shall bear the following legend (and such other restrictive legends as are required or deemed
advisable under the provisions of any applicable law):





“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”



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          (f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed
on a stock certificate representing Shares sold under this Agreement is no longer required, the
holder of such certificate shall be entitled to exchange such certificate for a certificate
representing the same number of Shares but without such legend.




          (g) Administration. Any determination by the Company and its counsel in connection with any
of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all
other persons.




SECTION 12. ADJUSTMENT OF SHARES.




          In the event of any transaction described in Section 8(a) of the Plan, the terms of this
option (including, without limitation, the number and kind of Shares subject to this option and the
Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the
Company is a party to a merger or consolidation, this option shall be subject to the agreement of
merger or consolidation, as provided in Section 8(b) of the Plan.




SECTION 13. MISCELLANEOUS PROVISIONS.




          (a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall
have any rights as a stockholder with respect to any Shares subject to this option until the
Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a
notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.




          (b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee
any right to continue in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining
the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate
his or her Service at any time and for any reason, with or without cause.




          (c) Notice. Any notice required by the terms of this Agreement shall be given in writing. It
shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal
Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with
Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the
Company at its principal executive office and to the Optionee at the address that he or she most
recently provided to the Company in accordance with this Subsection (c).




          (d) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan
constitute the entire contract between the parties hereto with regard to the subject matter hereof.
They supersede any other agreements, representations or understandings (whether oral or written
and whether express or implied) which relate to the subject matter hereof.




          (e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Delaware, as such laws are applied to contracts entered into and performed in
such State.




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SECTION 14. DEFINITIONS.




          (a) “Agreement” shall mean this Stock Option Agreement.




          (b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from
time to time or, if a Committee has been appointed, such Committee.




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




          (d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of
the Plan.




          (e) “Company” shall mean Hansen Medical, Inc., a Delaware corporation.




          (f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent
or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.




          (g) “Date of Grant” shall mean the date specified in the Notice of Stock Option Grant, which
date shall be the later of (i) the date on which the Board of Directors resolved to grant this
option or (ii) the first day of the Optionee’s Service.




          (h) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment.




          (i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent
or a Subsidiary.




          (j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise
of this option, as specified in the Notice of Stock Option Grant.




          (k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the
Board of Directors in good faith. Such determination shall be conclusive and binding on all
persons.




          (l) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law and shall include adoptive relationships.




          (m) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the
Code.




          (n) “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement
is attached.




          (o) “NSO” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.




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          (p) “Optionee” shall mean the person named in the Notice of Stock Option Grant.




          (q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.




          (r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.




          (s) “Plan” shall mean the Hansen Medical, Inc. 2002 Stock Plan, as in effect on the Date of
Grant.




          (t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with
respect to which this option is being exercised.




          (u) “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when
the Optionee’s Service terminates for any reason, including (without limitation) death or
disability.




          (v) “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.




          (w) “Right of First Refusal” shall mean the Company’s right of first refusal described in
Section 8.




          (x) “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.




          (y) “Securities Act” shall mean the Securities Act of 1933, as amended.




          (z) “Service” shall mean service as an Employee, Outside Director or Consultant.




          (aa) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the
Plan (if applicable).




          (bb) “Stock” shall mean the Common Stock of the Company, with a par value of $0.0001 per
Share.




          (cc) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.




          (dd) “Transferee” shall mean any person to whom the Optionee has directly or indirectly
transferred any Share acquired under this Agreement.




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          (ee) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in
Section 8.





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