Exhibit 10.39
H ANSEN M EDICAL , I NC .
February 19, 2009
Gary C. Restani
Dear Gary:
This letter (the
“Agreement”) confirms the agreement between you and
Hansen Medical, Inc. (the “Company”) regarding the
termination of your employment with the Company.
1. Resignation Date . Your
employment with the Company will terminate on March 1, 2009
due to your resignation (the “Resignation Date”). By
signing this Agreement, you hereby resign all officer positions
with the Company and its subsidiaries, in each case effective as of
the Resignation Date. You acknowledge and agree that you will not
seek reelection to the Company’s Board of Directors when your
term expires on the date of the Company’s 2009 annual meeting
of stockholders in June.
2. Effective Date and
Revocation . You have up to 21 days after you receive this
Agreement to review it. You are advised to consult an attorney of
your own choosing (at your own expense) before signing this
Agreement. Furthermore, you have up to seven days after you sign
this Agreement to revoke it. If you wish to revoke this Agreement
after signing it, you may do so by delivering a letter of
revocation to me. If you do not revoke this Agreement, the eighth
day after the date you sign it will be the “Effective
Date.” Because of the seven-day revocation period, no part of
this Agreement will become effective or enforceable until the
Effective Date.
3. Salary and Vacation Pay .
On the Resignation Date, the Company will pay you all of your
salary earned through the Resignation Date and all of your accrued
but unused vacation time or PTO (less all applicable withholding
taxes and other deductions). You acknowledge that, prior to the
execution of this Agreement, you were not entitled to receive any
additional money from the Company and that the only payments and
benefits that you are entitled to receive from the Company in the
future are those specified in this Agreement.
4. Severance Pay . If you
sign and do not revoke this Agreement, the Company will continue
paying you an amount equal to your current base salary (less all
applicable withholding taxes) for 12 months in accordance with the
Company’s standard payroll procedures. The salary
continuation payments will commence within 30 days after the
Effective Date, and once they commence will be retroactive to your
Resignation Date. The aggregate amount of these severance payments
is equal to $360,500 (less all applicable withholding taxes). If
you breach any provision of this Agreement, no additional severance
payments will be made, but this Agreement will remain in
effect.
Gary C. Restani
February 19, 2009
Page 2
5. COBRA Premiums . You will
receive information about your right to continue your group health
insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) after the Resignation
Date. In order to continue your coverage, you must file the
required election form. If you sign this Agreement and elect to
continue group health insurance coverage, then the Company will pay
the monthly premium under COBRA for yourself and, if applicable,
your dependents until the earliest of (a) the end of the
period of 12 months following the month in which the Resignation
Date occurs, (b) the expiration of your continuation coverage
under COBRA or (c) the first day of your eligibility to
participate in a comparable group health plan maintained by a
subsequent employer. You agree to notify the Company immediately if
clause (c) becomes applicable. In addition, within 30 days
after the Effective Date, the Company will make a lump sum payment
to you of $1,485.
6. Equity Awards .
(a) You hold the following
outstanding equity awards: (i) an option to purchase 31,250
shares of the Company’s Common Stock granted to you on
September 21, 2006 (the “First Option”),
(ii) an option to purchase 418,750 shares of the
Company’s Common Stock granted to you on November 2,
2006 (the “Second Option”), (iii) an option to
purchase 50,000 shares of the Company’s Common Stock granted
to you on May 6, 2008 (the “Third Option” and,
together with the First Option and Second Option, the
“Options”) and (iv) 10,000 restricted stock units
granted to you on May 6, 2008 (the “2008 RSUs”).
You also own 22,850 fully vested shares of the Company’s
Common Stock. As of the Resignation Date, you will be vested in
25,173 of the shares subject to the First Option, 244,270 of the
shares subject to the Second Option and 9,375 of the Shares subject
to the Third Option and you will be vested in none of the 2008
RSUs.
(b) The 2008 RSUs will continue to
vest in accordance with their terms while you serve on the
Company’s Board of Directors. Accordingly, 50% of the 2008
RSUs will vest on May 5, 2009 if you remain a director on such
date. The remaining 50% of the 2008 RSUs that would have vested had
you remained a director on May 5, 2010 will be cancelled
pursuant to their terms when your service on the
