exv10w9



 








Exhibit
10.9




November 22, 2005




Steven M. Van Dick




Dear Steve,




I am very pleased to offer you the following position at Hansen Medical, Inc. [“Hansen"]:



Position: Vice President Finance and Administration and Chief Financial Officer, reporting to Dr.
Frederic H. Moll, M.D. Functions reporting to you will include HR, Finance, IT, Admin and
Facilites.



Date of Hire: On or before December 15, 2005.



Salary: Your starting salary will be $19,167 per month, approximately $230,000 annually.



Incentive Bonus: You will be eligible to participate in the Company’s Incentive Bonus Plan, when
established, for up to 30% of your base salary. Payment of the bonus will be based upon
achievement of mutually agreed upon goals and objectives and subject to the approval of the Board
of Directors, and may be prorated if appropriate.



Stock Options: I will recommend to our Board that you be granted an option to purchase 1,000,000
shares of Hansen common stock, (1.54% of the fully diluted outstanding stock of the Company). 25%
of which will vest after 12 months and 1/48th of the total will vest at the end of each
month thereafter. Options are conditioned upon you signing Hansen’s Stock Option Agreement and are
subject to approval by the Board of Directors. I have also enclosed a Vesting Acceleration and
Severance Agreement.



Benefits: Hansen provides competitive health, dental, vision, and life/disability insurance
benefits, as well as Flexible Spending Accounts and a 401(k) plan. Benefits are effective the
first of the month following the date of your employment. Hansen provides 12 holidays each
calendar year and you will accrue 15 vacation days each year. Hansen reserves the right to change
or modify these benefits at any time.



Proprietary Information and Confidentiality: As a condition of your employment, you must sign an
Employee Proprietary Information and Inventions Agreement. This agreement addresses the assignment
of inventions to Hansen, and the abstinence of business practices that compete with Hansen, and the
handling of proprietary and confidential information.



At-Will Employment and Mandatory Arbitration: Your employment is at-will. You or Hansen may
terminate the employment relationship at any time, with or without cause or notice. No reason is
required for you to quit or be terminated. If any dispute arises between you and Hansen, including
any dispute as to your status as an at-will employee, the sole remedy will be mandatory arbitration
of the claim, pursuant to the rules of the American Arbitration Association. As a condition of
employment, you must sign the Company’s Arbitration Agreement, which is included with this letter.



 









 





Steven M. Van Dick

November 22, 2005

Page 2




This Offer expires November 23, 2005. Please accept this Offer on or before November 23, 2005 by
executing it and either delivering it to our offices to my attention, faxing it to me at
650-404-5903, or emailing a signed version directly to me.



Steve, we believe you will be a great asset to our team and will make a huge contribution to
Hansen’s future success. We are all very excited about the prospect of working with you.



Best personal regards,




/s/ Frederic H. Moll, M.D.



Frederic H. Moll, M.D.

Founder and Chief Executive Officer



I accept this Offer of Employment and understand that this letter is the complete agreement concerning my employment with
Hansen, and supersedes all prior and contemporaneous agreements:



	 	 	 	 
	 	/s/ Steven M. Van Dick

	 	     11/23/05
	 	 

	 	 
	 	Steven M. Van Dick

	 	Date







 









 








ARBITRATION AGREEMENT




     I hereby agree that any and all claims or controversies between me and Hansen Medical, Inc., a
Delaware corporation (“Hansen”) relating to my employment with Hansen, or termination thereof,
including claims for breach of contract, tort, employment discrimination (including unlawful
harassment as well as any claims arising under Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, the Age Discrimination in Employment Act, and any claims under
California’s Fair Employment and Housing Act), and any violation of any state or federal law,
statute, regulation or ordinance shall be resolved by arbitration in accordance with the then
applicable rules of the American Arbitration Association. However, claims under applicable
workers’ compensation laws or the National Labor Relations Act shall not be subject to arbitration.
Unless the parties mutually agree otherwise, the Arbitrator shall be selected from a panel
provided by the American Arbitration Association, and the arbitration hearing will be held in San
Francisco or Palo Alto, California. The arbitrator shall apply the same substantive law, with the
same statutes of limitations and same remedies that would apply if the claims were brought in a
court of law. The arbitration also shall have the authority to rule on a motion to dismiss and/or
summary judgment by either party.



     Hansen shall pay for the costs of arbitration. Each party shall pay for its own costs and
attorney’s fees, if any. However, if any party prevails on a statutory claim which affords the
prevailing party attorneys’ fees, then the arbitrator may award reasonable attorneys’ fees and
costs to the prevailing party.



     Either Hansen or I may bring an action in court to compel arbitration under this Agreement and
to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit
of claim in any way related to any arbitrable claim. Nothing in this Agreement, however, precludes
a party from filing an administrative charge before an agency that has jurisdiction over an
arbitrable claim. In addition, nothing in this Agreement prohibits either party from seeking
injunctive or provisional relief from a court of competent jurisdiction to prevent irreparable
harm, pursuant to Section 1281.8 of the California Code of Civil Procedure.



     I understand and agree that this Arbitration Agreement contains a full and complete statement
of any agreements and understandings regarding resolution of disputes between Hansen and me, and I
agree that this Arbitration Agreement supersedes all previous agreements, whether written or oral,
express or implied, relating to the subjects covered in this Arbitration Agreement. I further
understand that this arbitration agreement cannot be modified except in a written document signed
by both me and the President of Hansen. If any provision of this Agreement shall be held by a
court or the arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to
the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force
and effect. The parties’ obligations under this Agreement shall survive the termination of my
employment with Hansen.



     The arbitration provisions of this Agreement shall be governed by the Federal Arbitration Act.
In all other respects, this Arbitration Agreement shall be construed in accordance with the laws
of the State of California, without reference to conflicts of law principles.



     THE PARTIES UNDERSTAND AND AGREE THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF
THEIR RIGHT TO A TRIAL BY JURY OF ANY MATTERS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT.



	 	 	 	 	 
	Signed:

	 	/s/ Steven M. Van Dick
	 	11/23/05
	 	 	 
	 

	 	Steven M. Van Dick
	 	Date
	 
	 	 	 	 
	Signed:

	 	/s/ Frederic H. Moll
	 	11/23/05
	 	 	   
	 

	 	 	 	Date







 









 








Vesting Acceleration and Severance Agreement




In consideration for the continued employment of Steven M. Van Dick (the “Employee”) at the
executive level within Hansen Medical (the “Company”):



In the event of an Acquisition of the Company (as defined below) after one year of Employee’s
employment with the Company and either a) the termination his employment for other than Cause (as
defined below) or b) the material change of his employment by substantial diminution in
compensation or duties, or c) substantial relocation of his place of work or d) employee
voluntarily resigns, Employee shall be entitled to the following:



     (i) One-hundred (100%) of any then-unvested shares subject to stock options issued to
Employee shall become immediately vested;



In the event of an Acquisition of the Company (as defined below) after one year of Employee’s
employment with the Company and either a) the termination his employment for other than Cause (as
defined below) or b) the material change of his employment by substantial diminution in
compensation or duties, or c) substantial relocation of his place of work, Employee shall be
entitled to the following:



     (i) Employee shall receive twelve (12) months of severance payments based on Employee’s
then current annual salary and bonus compensation; and



     (iii) Employee shall receive twelve (12) months continuation of Employee’s then-current
health, dental, vision, and life/disability insurance benefits;



In the event of an Acquisition of the Company (as defined below) after six months but before
one year of Employee’s employment with the Company and either a) the termination his employment for
other than Cause (as defined below) or b) the material change of his employment by substantial
diminution in compensation or duties, or c) substantial relocation of his place of work or d)
employee voluntarily resigns, Employee shall be entitled to the following:



     (i) Fifty (50%) of any then-unvested shares subject to stock options issued to Employee
shall become immediately vested;



In the event of an Acquisition of the Company (as defined below) after six months but before
one year of Employee’s employment with the Company and either a) the termination his employment for
other than Cause (as defined below) or b) the material change of his employment by substantial
diminution in compensation or duties, or c) substantial relocation of his place of work, Employee
shall be entitled to the following:



     (i) Employee shall receive six (6) months of severance payments based on Employee’s then
current annual salary and bonus compensation; and



     (iii) Employee shall receive six (6) months continuation of Employee’s then-current health,
dental, vision, and life/disability insurance benefits;



-Confidential-



 









 





The following terms shall have the following definitions:



(i) An “Acquisition” shall mean a) any consolidation or merger of the Company with or into any
other corporation or entity or person in which the stockholders of the Company prior to such
consolidation, merger or reorganization shall own less than fifty percent (50%) of the voting stock
of the continuing or surviving entity of such consolidation, merger or reorganization, b) any other
corporate reorganization in which in excess of fifty percent (50%) of the Company’s voting power is
transferred, or c) any transaction in which any person, together with its affiliates, accumulates
fifty percent (50%) or more of the Company’s voting power;



(ii) “Cause” shall mean (a) an intentional unauthorized use or disclosure of the Company’s
confidential information or trade secrets, which use or disclosure causes material harm to the
Company, (b) a material breach of any agreement between Employee and the Company, (c) a material
failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of
“guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e)
gross negligence or willful misconduct or (f) a continued failure to perform assigned duties after
receiving written notification of such failure from the Company’s Board of Directors.



	 	 	 
	Understood and Agreed:
	 	 
	 
	 	 
	/s/ Steven M. Van Dick

	 	11/23/05
	 

	 	 
	Steven M. Van Dick

	 	           Date
	 
	 	 
	/s/ Fred Moll

	 	11-23, 2005
	 

	 	 
	Fred Moll, CEO

	 	          Date






-Confidential-