This Retention Agreement (the “ Agreement ”) is entered into as of May 26, 2010 (the “ Effective Date ”), by and between
Bruce Barclay (the “ Executive ”) and Hansen Medical, Inc. (the “ Corporation ”).
In consideration of the promises and mutual covenants set forth herein, the parties hereby agree as follows:
1. Definitions . As used in this Agreement, unless the context requires a different meaning, the following terms shall have
the meanings set forth herein:
(a) “ Board ” shall mean the Board of Directors of the Corporation.
(b) “ Cause ” shall mean any of the following: (i) an intentional unauthorized use or disclosure of the Corporation’s
confidential information or trade secrets, which use or disclosure causes material harm to the Corporation, (ii) a material breach
of any agreement between Executive and the Corporation, (iii) a material failure to comply with the Corporation’s written policies
or rules, (iv) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state
thereof, (v) gross negligence or willful misconduct or (vi) a continued failure to perform assigned duties after receiving written
notification of such failure from the Board. Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to Executive a Notice of Termination and copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of those members of the Board who are not then employees of the Corporation at a meeting
of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together
with Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was
guilty of the conduct set forth in the first sentence of this Section 1(b) and specifying the particulars thereof in detail.
(c) “ Change in Control ” means the occurrence o