Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 19, 2009, Hansen Medical, Inc. (the "Company") and Gary C. Restani, the Company's President and Chief Operating Officer and a member of the Company's Board of Directors, agreed that Mr. Restani would not seek re-election to the Company's Board of Directors at the end of his term, which expires on the date of the Company's annual meeting of stockholders in June 2009. In a Form 8-K filed on February 12, 2009, the Company previously reported that Mr. Restani's last day as an officer and employee of the Company would be March 1, 2009.
(e) On February 19, 2009, the Company and Gary C. Restani entered into a separation agreement. Pursuant to that agreement, the Company will (i) continue to pay Mr. Restani his base salary for 12 months from the end of his employment on March 1, 2009, (ii) pay Mr. Restani's and his dependents' COBRA premiums for up to 12 months, and (iii) grant Mr. Restani 125,000 fully vested stock units. Pursuant to that agreement, Mr. Restani also agreed to the immediate cancellation of all of his options to purchase shares of the Company's common stock. All of Mr. Restani's severance benefits are contingent on a general release of claims.

---