As filed with the Securities and Exchange Commission on March 17, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
HANSEN MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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14-1850535 |
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incorporation or organization) |
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(IRS Employer
Identification No.) |
800 East Middlefield Road
Mountain View, CA 94043
(Address of Principal Executive Offices) (Zip Code)
HANSEN
MEDICAL, INC.
2006 Equity Incentive Plan
2006 Employee Stock Purchase Plan
Non-Plan Inducement Option for Cary Vance
Non-Plan Inducement Restricted Stock Unit Award
Non-Plan Inducement Performance Stock Unit Award
(Full title of the Plan)
Cary G. Vance
President and Chief Executive Officer
800 East Middlefield Road
Mountain View, CA 94043
(Name and address of agent for service)
(650) 404-5800
(Telephone number, including area code, of agent for service)
Copies to:
Sharon R. Flanagan
Sidley Austin LLP
555
California Street
Suite 2000
San Francisco, California 94104
(415) 772-1271
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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| Non-accelerated filer |
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¨ |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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| Title of
Securities to be Registered |
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Amount
to be
Registered(1) |
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Proposed
Maximum Offering
Price per Share |
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Proposed
Maximum Aggregate
Offering Price |
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Amount of
Registration Fee |
| Common Stock, $0.0001 par value |
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3,500,000 shares |
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$0.7938 (2) |
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$2,778,300.00 (2) |
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$322.84 |
| Common Stock, $0.0001 par value |
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750,000 shares |
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$0.7938 (2) |
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$595,350.00 (2) |
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$69.18 |
| Common Stock, $0.0001 par value |
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851,915 shares |
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$1.40 (3) |
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$1,192,681.00 (3) |
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$138.59 |
| Common Stock, $0.0001 par value |
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238,494 shares |
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$0.7938 (2) |
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$189,316.54 (2) |
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$22.00 |
| Common Stock, $0.0001 par value |
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238,494 shares |
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$0.7938 (2) |
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$189,316.54 (2) |
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$22.00 |
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| (1) |
The shares registered hereunder include: (i) 3,500,000 shares of Common Stock reserved for issuance pursuant to the Hansen Medical, Inc. 2006 Equity Incentive Plan; (ii) 750,000 shares of Common Stock reserved
for issuance pursuant to the Hansen Medical, Inc. 2006 Employee Stock Purchase Plan; (iii) 851,915 shares of Common Stock reserved for issuance pursuant to a non-plan inducement option; (iv) 238,494 shares of Common Stock reserved for issuance
pursuant to a non-plan inducement restricted stock unit award; and (v) 238,494 shares of Common Stock reserved for issuance pursuant to a non-plan inducement performance stock unit award. In accordance with Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2006 Equity Incentive Plan and the 2006 Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Hansen Medical, Inc. |
| (2) |
Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices per share of Common Stock of Hansen Medical, Inc. as
reported on The NASDAQ Global Market on March 13, 2015. |
| (3) |
Such shares are issuable upon exercise of an outstanding option with a fixed exercise price. Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the aggregate offering price and the fee have been computed
upon the basis of the price at which the option may be exercised, which was the closing price of a share of Common Stock on the date of grant of such option. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,250,000 shares of the Registrant’s
Common Stock to be or that may be issued pursuant to the Registrant’s equity incentive plans pursuant to evergreen provisions contained therein, as follows: 3,500,000 shares issuable pursuant to the Registrant’s 2006 Equity Incentive Plan
and 750,000 shares issuable pursuant to the Registrant’s 2006 Employee Stock Purchase Plan. The evergreen provisions in the Registrant’s equity incentive plans provide for an automatic annual increase in the number of shares of the
Registrant’s Common Stock reserved for issuance under the plan of (i) the lesser of 4% of the Registrant’s total shares outstanding on December 31st of the prior year or
3,500,000 shares, in the case of the 2006 Equity Incentive Plan and (ii) the lesser of 2% of the Registrant’s total shares outstanding on December 31st of the prior year or 750,000
shares, in the case of the 2006 Employee Stock Purchase Plan.
This Registration Statement on Form S-8 is also being filed for the purpose
of registering non-plan inducement grants awarded to the Registrant’s President and Chief Executive Officer, Cary G. Vance, in connection with his Offer Letter dated April 25, 2014 and representing an aggregate of 1,328,903 shares of
the Registrant’s Common Stock.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information*
Item 2.
Registrant Information and Employee Plan Annual Information*
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The prospectus containing information required by Part I of Form S-8 and related to this Registration Statement is omitted from this Registration Statement in accordance with the note to Part I of Form S-8. The
Registrant will send or give to each participant in the Registrant’s 2006 Equity Incentive Plan, each participant in the Registrant’s 2006 Employee Stock Purchase Plan and Mr. Vance, a copy of the related prospectus or documents
containing information specified in Part I of Form S-8, as specified by Rule 428(b)(1) of the Act of 1933, as amended (the “1933 Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the
“SEC”), the prospectus for each of the Registrant’s 2006 Equity Incentive Plan, the Registrant’s 2006 Employee Stock Purchase Plan, and the Non-Plan Inducement Awards to Mr. Vance is not being filed with or included in this
registration statement. The prospectus for each of the Registrant’s 2006 Equity Incentive Plan, the Registrant’s 2006 Employee Stock Purchase Plan, and the Non-Plan Inducement Awards to Mr. Vance and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, each constitute a prospectus that meets the requirements of Section 10(a) of the 1933 Act. |
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Hansen Medical, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents
previously filed with the SEC:
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a) |
The Registrant’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014; |
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b) |
The Registrant’s Current Report on Form 8-K (other than information furnished rather than filed) filed with the SEC on March 12, 2015; and |
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c) |
The description of the Registrant’s outstanding Common Stock contained in the Registrant’s Registration Statement No. 001-33151 on Form 8-A filed with the SEC on November 14, 2006, pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any amendment or report filed for the purpose of updating such description. |
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of
Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware
General Corporation Law authorizes a court to award or a corporation’s Board of Directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the 1933 Act. The Registrant’s Bylaws provide for indemnification of its directors and officers to the maximum extent permitted by the Delaware General Corporation Law. The
Registrant’s Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of their fiduciary duty as directors to the Registrant and its stockholders. This provision in
the Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Registrant for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities
under any other law, such as the federal securities laws or state or federal environmental laws. The Registrant has entered into Indemnification Agreements with its directors and officers. The Indemnification Agreements provide the Registrant’s
directors and officers with further indemnification to the maximum extent permitted by the Delaware General Corporation Law.
Item 7. Exemption
from Registration Claimed
Not applicable.
II-1
Item 8. Exhibits
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| Exhibit
Number |
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Description |
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| 4.1 |
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Specimen Common Stock Certificate (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on November 8, 2013 and incorporated herein by reference). |
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| 4.2 |
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Amended and Restated Certificate of Incorporation of the Registrant (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 28, 2007 and incorporated herein by reference). |
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| 4.3 |
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Amended and Restated Bylaws of the Registrant (previously filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on February 16, 2007 and incorporated herein by reference). |
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| 4.4 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2013 and incorporated herein by
reference). |
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| 4.5 |
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Certificate of Designations, Preferences and Rights of Series A Convertible Participating Preferred Stock (previously filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on March 12, 2015 and incorporated
herein by reference). |
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| 5.1 |
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Opinion and Consent of Sidley Austin LLP. |
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| 10.1 |
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Offer Letter, by and between the Registrant and Cary G. Vance, dated April 25, 2014 (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on August 7, 2014 and incorporated herein by
reference). |
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| 23.1 |
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Consent of BDO USA, LLP, independent registered public accounting firm. |
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| 23.2 |
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Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
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| 23.3 |
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Consent of Sidley Austin LLP is contained in Exhibit 5.1. |
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| 24.1 |
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Power of Attorney. Reference is made to page II-3 of this Registration Statement. |
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| 99.1 |
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Hansen Medical, Inc. 2006 Employee Stock Purchase Plan (previously filed as an exhibit to Registrant’s Registration Statement on Form S-8, filed on May 8, 2009 and incorporated herein by reference). |
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| 99.2 |
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Hansen Medical, Inc. 2006 Equity Incentive Plan (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 18, 2013 and incorporated herein by reference). |
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| 99.3 |
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Non-Plan Option Grant Notice and Non-Plan Option Agreement, by and between the Registrant and Cary G. Vance, dated May 23, 2014 (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 16, 2015
and incorporated herein by reference). |
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| 99.4 |
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Non-Plan Notice of Restricted Stock Unit Award and Non-Plan Restricted Stock Unit Award Agreement, by and between the Registrant and Cary G. Vance, dated March 17, 2015. |
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| 99.5 |
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Non-Plan Notice of Restricted Stock Unit Award and Non-Plan Restricted Stock Unit Award Agreement, by and between the Registrant and Cary G. Vance, dated March 17, 2015. |
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration
Statement; provided , however , that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to
the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant’s 2006 Equity Incentive Plan or 2006 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California on this 17th day of March, 2015.
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| HANSEN MEDICAL, INC. |
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| By: |
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/s/ Cary G. Vance |
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Cary G. Vance |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That
the undersigned officers and directors of Hansen Medical, Inc., a Delaware corporation, do hereby constitute and appoint Christopher P. Lowe and Cary G. Vance, and either of them, the lawful attorneys-in-fact and agents with full power and authority
to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
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Date |
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| /S/ CARY G. VANCE |
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President and Chief Executive Officer and Director |
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March 17, 2015 |
| Cary G. Vance |
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(Principal Executive Officer) |
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| /S/ CHRISTOPHER P. LOWE |
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Interim Chief Financial Officer and Director |
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March 17, 2015 |
| Christopher P. Lowe |
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(Principal Accounting and Financial Officer) |
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| /S/ MICHAEL L. EAGLE |
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Chairman of the Board |
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March 17, 2015 |
| Michael L. Eagle |
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| /S/ MARJORIE L. BOWEN |
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Director |
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March 17, 2015 |
| Marjorie L. Bowen |
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| /S/ KEVIN HYKES |
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Director |
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March 17, 2015 |
| Kevin Hykes |
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| /S/ STEPHEN L. NEWMAN, M.D. |
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Director |
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March 17, 2015 |
| Stephen L. Newman, M.D. |
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| /S/ WILLIAM R. ROHN |
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Director |
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March 17, 2015 |
| William R. Rohn |
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| /S/ JACK W. SCHULER |
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Director |
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March 17, 2015 |
| Jack W. Schuler |
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| /S/ NADIM YARED |
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Director |
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March 17, 2015 |
| Nadim Yared |
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II-3
EXHIBIT INDEX
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| Exhibit
Number |
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Description |
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| 4.1 |
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Specimen Common Stock Certificate (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on November 8, 2013 and incorporated herein by reference). |
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| 4.2 |
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Amended and Restated Certificate of Incorporation of the Registrant (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 28, 2007 and incorporated herein by reference). |
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| 4.3 |
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Amended and Restated Bylaws of the Registrant (previously filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on February 16, 2007 and incorporated herein by
reference). |
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| 4.4 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on August 9, 2013 and incorporated herein by
reference). |
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| 4.5 |
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Certificate of Designations, Preferences and Rights of Series A Convertible Participating Preferred Stock (previously filed as an exhibit to Registrant’s Current Report on Form 8-K, filed on March 12, 2015 and incorporated
herein by reference). |
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| 5.1 |
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Opinion and Consent of Sidley Austin LLP. |
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| 10.1 |
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Offer Letter, by and between the Registrant and Cary G. Vance, dated April 25, 2014 (previously filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q, filed on August 7, 2014 and incorporated herein by
reference). |
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| 23.1 |
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Consent of BDO USA, LLP, independent registered public accounting firm. |
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| 23.2 |
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Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
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| 23.3 |
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Consent of Sidley Austin LLP is contained in Exhibit 5.1. |
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| 24.1 |
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Power of Attorney. Reference is made to page II-5 of this Registration Statement. |
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| 99.1 |
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Hansen Medical, Inc. 2006 Employee Stock Purchase Plan (previously filed as an exhibit to Registrant’s Registration Statement on Form S-8, filed on May 8, 2009 and incorporated herein by reference). |
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| 99.2 |
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Hansen Medical, Inc. 2006 Equity Incentive Plan (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 18, 2013 and incorporated herein by reference). |
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| 99.3 |
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Non-Plan Option Grant Notice and Non-Plan Option Agreement, by and between the Registrant and Cary G. Vance, dated May 23, 2014 (previously filed as an exhibit to Registrant’s Annual Report on Form 10-K, filed on March 16, 2015
and incorporated herein by reference). |
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| 99.4 |
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Non-Plan Notice of Restricted Stock Unit Award and Non-Plan Restricted Stock Unit Award Agreement, by and between the Registrant and Cary G. Vance, dated March 17, 2015. |
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| 99.5 |
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Non-Plan Notice of Restricted Stock Unit Award and Non-Plan Restricted Stock Unit Award Agreement, by and between the Registrant and Cary G. Vance, dated March 17, 2015. |
Exhibit 5.1
March 17, 2015
Hansen Medical, Inc.
800 East Middlefield Road
Mountain View, CA 94043
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Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Hansen Medical, Inc., a
Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,578,903 shares of Common
Stock, $0.0001 par value per share, of the Company (each, a “Registered Share”), of which (i) 3,500,000 Registered Shares may be issued under the Hansen Medical, Inc. 2006 Equity Incentive Plan (the “Incentive
Plan”); (ii) 750,000 Registered Shares may be issued under the 2006 Employee Stock Purchase Plan (the “Purchase Plan”); (iii) 851,915 Registered Shares may be issued under the Non-Plan Option Agreement between the
Company and Cary G. Vance, dated May 23, 2014 (the “Non-Plan Option”); (iv) 238,494 Registered Shares may be issued under the Non-Plan Restricted Stock Unit Award Agreement between the Company and Cary G. Vance, dated
March 17, 2015 (the “RSU Grant”); and (v) 238,494 Registered Shares may be issued under the Non-Plan Restricted Stock Unit Award Agreement between the Company and Cary G. Vance, dated March 17, 2015 (the “PSU
Grant” and, together with the Non-Plan Option and RSU Grant, the “Vance Agreements”).
This opinion letter is
being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined
the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, the Incentive Plan, the Purchase Plan, the Vance Agreements and the resolutions adopted by the board of directors of the Company relating to the
Registration Statement, the Incentive Plan, the Purchase Plan, the Vance Agreements and the resolutions adopted by the stockholders of the Company relating to each of the Incentive Plan and the Purchase Plan. We have also examined originals, or
copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and
necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any
copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and
oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the
foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to the Incentive Plan, the Purchase Plan or any Vance Agreement will be validly issued, fully paid and non-assessable when: (i) the Registration
Statement, as finally
Hansen Medical, Inc.
March 17, 2015
Page 2
amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the Incentive Plan, the Purchase Plan
or the relevant Vance Agreement, as applicable; and (iii) a certificates in due form representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against
payment of the agreed consideration therefor (or, in the case of any Vance Agreement, in exchange for the consideration specified therein) in an amount not less than the par value thereof or, if any Registered Share is to be issued in uncertificated
form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor (or, in the case of any Vance Agreement, in exchange for the consideration
specified therein) in an amount not less than the par value thereof, in each case, all in accordance with the Incentive Plan, the Purchase Plan or the relevant Vance Agreement, as applicable.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or
regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included
in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Sidley Austin LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Hansen Medical, Inc.
Mountain View, California
We hereby consent to the incorporation by reference in this Registration Statement of our reports dated March 16, 2015, relating to the 2014 consolidated
financial statements of Hansen Medical, Inc., and the effectiveness of Hansen Medical, Inc.’s internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
/s/ BDO USA, LLP
San Jose, California
March 16, 2015
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2014, relating to the consolidated
financial statements of Hansen Medical, Inc. as of December 31, 2013 and for each of the two years in the period ended December 31, 2013, appearing in the Annual Report on Form 10-K of Hansen Medical, Inc. for the year ended
December 31, 2014.
/s/ Deloitte & Touche LLP
San Francisco, California
March 16, 2015
Exhibit 99.4
HANSEN MEDICAL, INC.
NON-PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
Hansen Medical, Inc. (the “Company”) hereby grants to Recipient restricted stock units (or “units”), representing shares of Common Stock
of the Company on the following terms:
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Name of Recipient: |
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Cary Vance |
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Total Number of Units Granted: |
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238,494 |
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Date of Grant: |
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March 17, 2015 |
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Vesting Commencement Date: |
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March 17, 2015 |
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Vesting Schedule: |
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The first 25% of the units subject to this award will vest on the first Company Vesting Date occurring on or after the 12 month anniversary of the Vesting Commencement Date specified above and an additional 6.25% of the units
subject to this award will vest on each Company Vesting Date thereafter, provided you remain in Continuous Service through the applicable vesting date. The “Company Vesting Dates” are March 1, June 1, September 1
and December 1. |
You and the Company agree that these units are granted under and governed by the terms and conditions of this Notice of
Restricted Stock Unit Award and the Restricted Stock Unit Award Agreement, which is attached to and made a part of this document. Capitalized terms used in this Notice of Restricted Stock Unit Award and not otherwise defined herein shall have the
meaning ascribed to such terms in the Restricted Stock Unit Award Agreement.
You further agree that the Company may deliver by email all documents relating to this award (including, without
limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree
that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
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| RECIPIENT: |
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HANSEN MEDICAL, INC. |
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| /s/ Cary G. Vance |
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By: |
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/s/ Christopher P. Lowe |
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Title: |
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Interim Chief Financial Officer |
2
HANSEN MEDICAL, INC.
NON-PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
| General |
Pursuant to your Notice of Restricted Stock Unit Award and this Restricted Stock Unit Award Agreement (this “Agreement”), the Company has granted you the number of units set forth in the Notice of Restricted Stock Unit Award. Each unit
represents the right to receive one share of Common Stock on the terms and conditions set forth in this Agreement and the Notice of Restricted Stock Unit Award. Capitalized terms used in this Agreement are defined in the “Definitions”
section below or in the Notice of Restricted Stock Unit Award. |
| Payment for Units |
No payment is required for the units that you are receiving. |
| Nature of Units |
Your units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future date. As a holder of units, you have no rights other than the rights
of a general creditor of the Company. |
| Vesting |
The units vest as shown in the Notice of Restricted Stock Unit Award. Except to the extent set forth in your Retention Agreement with the Company, no additional units vest after your Continuous Service has terminated for any reason.
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| Forfeiture |
If your Continuous Service terminates for any reason, then your units will be forfeited to the extent that they have not vested before the termination date. This means that any units that have not vested under this Agreement will be cancelled.
You receive no payment for units that are forfeited. |
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The Company determines when your Continuous Service terminates for this purpose. |
| Settlement of Units |
Each unit will be settled on the first Permissible Trading Day that occurs on or after the day when the unit vests. However, each unit must be settled not later than March 15 of the calendar year after the calendar year in which the unit vests.
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At the time of settlement, you will receive one share of the Company’s Common Stock for each vested unit. But the Company, at its sole discretion, may
substitute an equivalent amount of cash if the distribution of stock is not reasonably |
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practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Common Stock at the time of settlement.
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| “Permissible Trading Day” |
“Permissible Trading Day” means a day that satisfies each of the following requirements: |
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The Nasdaq Global Market is open for trading on that day, |
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You are permitted to sell shares of the Company’s Common Stock on that day without incurring liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, |
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Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the Securities and Exchange
Commission or (b) Rule 10b5 1 of the Securities and Exchange Commission is applicable, |
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Under the Company’s written Insider Trading Policy, you are permitted to sell shares of the Company’s Common Stock on that day, and |
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You are not prohibited from selling shares of the Company’s Common Stock on that day by a written agreement between you and the Company or a third party. |
| Section 409A |
This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those
regulations. If this paragraph applies, then any units that otherwise would have been settled during the first six months following your separation from service will instead be settled during the seventh month following your separation from service,
unless the settlement of those units is exempt from Section 409A of the Code. |
| No Voting Rights or Dividends |
Your units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your units are settled by issuing shares of the Company’s Common Stock. |
| Units Nontransferable |
You may not sell, transfer, assign, pledge or otherwise dispose of any units. For instance, you may not use your units as security for a loan. |
4
| Withholding Taxes |
No stock certificates or cash will be distributed to you unless you have made arrangements satisfactory to the Company for the payment of any withholding taxes that are due as a result of the vesting or settlement of this award (the “Tax
Withholding Obligation”). |
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In this regard, you authorize the Company, at its sole discretion, to satisfy your Tax Withholding Obligation by one or a combination of the following: |
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Withholding the amount of any Tax Withholding Obligation from your wages or other cash compensation paid to you by the Company. |
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Instructing a brokerage firm selected by the Company for this purpose to sell on your behalf a number of whole shares of Company stock to be issued to you when the units are settled that the Company determines are
appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price. Regardless of whether the Company
arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale. |
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Withholding shares of Company stock that would otherwise be issued to you when the units are settled equal in value to the Tax Withholding Obligation. The fair market value of the withheld shares, determined as of the
date when taxes otherwise would have been withheld in cash, will be applied to the Tax Withholding Obligation. |
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Any other means approved by the Company. |
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You agree to pay to the Company in cash any amount of Tax Withholding Obligation that the Company does not elect to satisfy by the means described above. |
| Restrictions on Resale |
You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Continuous Service continues and for such
period of time after the termination of your Continuous Service as the Company may specify. |
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| Employment at Will |
Your award or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Continuous Service at any time, with or
without cause. |
| Administration |
The Board shall administer this award and shall have the power: |
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To construe and interpret this award. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in this Restricted Stock Unit Award Agreement in a manner and to the extent it shall deem
necessary or expedient to make the award fully effective; |
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To settle all controversies regarding this award; and |
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To accelerate the time at which the award will vest. |
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In addition, the Board shall also have the power, with your consent if you would be adversely affected, to amend any other terms of this award. |
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All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. |
| Capitalization Adjustments |
In the event of a Capitalization Adjustment, the Board shall equitably adjust the class and the number of securities subject to your units. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.
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| Corporate Transaction |
The following rules shall apply to the extent this award remains outstanding at the effective time of a Corporate Transaction: |
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Any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue this award or may substitute a similar stock award for this award (including,
but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction). A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a
portion of this award or substitute a similar award for only a portion of this award. The terms of any assumption, continuation or substitution shall be set by the Board; |
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In the event the surviving corporation or acquiring corporation (or its parent company) does not assume or continue this award or substitute a similar stock award for this award, then, with respect to the portion of
this award that is not assumed, continued or substituted, the vesting of this award shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as
the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and this award shall terminate at or prior to the effective time of the
Corporate Transaction; and |
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Notwithstanding the foregoing, in the event this award will be terminated in connection with a Corporate Transaction, the Board may provide, in its sole discretion, that, if this award is not settled prior to the
effective time of the Corporate Transaction, you will receive a payment, in such form as may be determined by the Board, equal to the value of the property you would have received upon settlement of this award. |
| Dissolution or Liquidation |
In the event of a dissolution or liquidation of the Company, this award shall terminate immediately prior to the completion of such dissolution or liquidation, provided, however, that the Board may, in its sole discretion, cause some or all of
the units subject to this award to become vested before the dissolution or liquidation is completed but contingent on its completion. |
| Beneficiary Designation |
You may dispose of your units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your
death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested units that you hold at the time of your death. |
| Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). |
| Other Agreements |
This Agreement and the Notice of Restricted Stock Unit Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or
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negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties. |
| Definitions |
“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the
time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. |
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“Board” means the Board of Directors of the Company. |
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“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to this award after the Date of Grant without the receipt of
consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a transaction
“without receipt of consideration” by the Company. |
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“Code” means the Internal Revenue Code of 1986, as amended. |
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“Common Stock” means the common stock of the Company. |
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“Compensation Committee” means the Compensation Committee of the Board. |
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“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as
a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes
of this award. |
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“Continuous Service” means that the Recipient’s service with the Company or an Affiliate, whether as an Employee or Consultant, is not
interrupted or terminated. A change in the capacity in which the Recipient renders service to the Company or an Affiliate as an Employee or Consultant or a change in the entity for which the Recipient renders such service, provided that there is no
interruption or termination of the Recipient’s service with |
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the Company or an Affiliate, shall not terminate the Recipient’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate shall not
constitute an interruption of Continuous Service. To the extent permitted by law, the Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting of this award only to such extent as may be provided in the
Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Recipient, or as otherwise required by law. Service solely as a Director, or payment of a fee for such service, shall not
constitute “Continuous Service” for purposes of this award. |
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“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: |
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(i) |
a sale or other disposition, of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its subsidiaries; |
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(ii) |
a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; |
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(iii) |
the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or |
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(iv) |
the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. |
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“Director” means a member of the Board. |
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“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an
“Employee” for purposes of this award. |
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“Entity” means a corporation, partnership, limited liability company or other entity. |
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“Own,” “Owned,” “Owner,” “Ownership.” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of,
or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to
direct the voting, with respect to such securities |
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“Recipient” means the person named in the Grant Notice to whom this award is granted. |
BY SIGNING THE NOTICE OF RESTRICTED
STOCK UNIT AWARD ATTACHED TO THIS
AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED IN
THE
NOTICE OF RESTRICTED STOCK UNIT AND THIS AGREEMENT.
10
Exhibit 99.5
HANSEN MEDICAL, INC.
NON-PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
Hansen Medical, Inc. (the “Company”) hereby grants to Recipient restricted stock units (or “units”), representing shares of Common Stock
of the Company on the following terms:
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Name of Recipient: |
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Cary Vance |
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On-Target Units: |
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158,996 |
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Maximum Number of Units: |
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238,494 (if maximum performance is achieved) |
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Date of Grant: |
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March 17, 2015 |
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Vesting Commencement Date: |
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March 17, 2015 |
Vesting Schedule: Vesting of the units subject to this award is contingent upon the achievement of the
performance goal set forth on Exhibit A attached hereto (the “Performance Condition”), as well as your Continuous Service through the vesting dates described below. The Board or Compensation Committee, in its sole discretion, shall
determine whether and to what extent the Performance Condition has been achieved within 30 days after the Company files its Annual Report on Form 10-K for the fiscal year described on Exhibit A (the actual date of such determination, the
“Approval Date”). Fifty percent (50%) of the units for which the Performance Condition is satisfied will vest on the Approval Date, provided that you remain in Continuous Service through such vesting date. The remaining fifty percent
(50%) of the units for which the Performance Condition has been satisfied will vest on the third anniversary of the Vesting Commencement Date, provided that you remain in Continuous Service through such date. To the extent the Performance
Condition is not achieved or the Board or Compensation Committee exercises its discretion to reduce the number of units that would otherwise vest, the related units shall be forfeited on the Approval Date. The determinations of the Board or
Compensation Committee shall be final and binding on all persons.
You and the Company agree that these units are granted under and governed by the terms
and conditions of this Notice of Restricted Stock Unit Award and the Restricted Stock Unit Award Agreement, which is attached to and made a part of this document. Capitalized terms used in this Notice of Restricted Stock Unit Award and not otherwise
defined herein shall have the meaning ascribed to such terms in the Restricted Stock Unit Award Agreement.
You further agree that the Company may deliver by email all documents relating to this award (including, without
limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree
that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
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| RECIPIENT: |
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HANSEN MEDICAL, INC. |
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| /s/ Cary G. Vance |
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By: |
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/s/ Christopher P. Lowe |
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Title: |
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Interim Chief Financial Officer |
2
EXHIBIT A
PERFORMANCE CONDITION
As set forth in the Notice of Restricted Stock Unit Award and subject to any further vesting requirements set forth therein or in the accompanying Restricted
Stock Unit Agreement, the units shall vest based on the achievement of the Company’s Fiscal Year 2015 Revenue, as provided in the table below, provided, however that the Board or Compensation Committee shall have the discretion to
adjust (upwards or downwards) the number of units that would otherwise be eligible to vest based on achievement of Fiscal Year 2015 Revenue and in exercising such discretion may consider such factors as the Board or Compensation Committee determines
to apply:
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| Fiscal Year 2015 Revenue* |
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Percentage of Target Units Earned |
| > $48 million but £ $58 million |
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At least 100% and up to and including 150%, calculated on a proportional, straight-line basis |
| ³ $38 million but £ $48 million |
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At least 50% and up to and including 100%, calculated on a proportional, straight-line basis |
| < $38 million |
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None |
| * |
The Board or Committee may adjust these revenue goals from time to time in order to take into account any extraordinary, unusual or non-recurring items. |
“ Fiscal Year 2015 Revenue” means the Company’s audited revenue for its 2015 fiscal year, calculated in accordance with GAAP.
3
HANSEN MEDICAL, INC.
NON-PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
| General |
Pursuant to your Notice of Restricted Stock Unit Award and this Restricted Stock Unit Award Agreement (this “Agreement”), the Company has granted you the number of units set forth in the Notice of Restricted Stock Unit Award. Each unit
represents the right to receive one share of Common Stock on the terms and conditions set forth in this Agreement and the Notice of Restricted Stock Unit Award. Capitalized terms used in this Agreement are defined in the “Definitions”
section below or in the Notice of Restricted Stock Unit Award. |
| Payment for Units |
No payment is required for the units that you are receiving. |
| Nature of Units |
Your units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future date. As a holder of units, you have no rights other than the rights
of a general creditor of the Company. |
| Vesting |
The units vest as shown in the Notice of Restricted Stock Unit Award and Exhibit A thereto. Except to the extent set forth in your Retention Agreement, no additional units vest after your Continuous Service has terminated for any reason.
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| Forfeiture |
If your Continuous Service terminates for any reason, then your units will be forfeited to the extent that they have not vested before the termination date. This means that any units that have not vested under this Agreement will be cancelled.
You receive no payment for units that are forfeited. The Company determines when your Continuous Service terminates for this purpose. |
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Your units will also be forfeited to the extent the Performance Condition associated with the units is not achieved or if the Board or Compensation Committee exercises discretion to reduce the number of units vesting,
as described in the Notice of Restricted Stock Unit Award and Exhibit A thereto. |
| Corporate Transaction |
The following rules shall apply to the extent this award remains outstanding at the effective time of a Corporate Transaction and prior to the Approval Date: |
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Unless the Board or Committee determines otherwise prior to such Corporate Transaction, all of your units in excess of the “On-Target Units” specified in the Notice of Restricted Stock Unit Award will be
forfeited; and |
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Vesting of the On-Target Units will no longer be contingent upon achievement of the Performance Condition. Instead, subject to your Continuous Service through the applicable vesting date, 50% of the On-Target Units will
vest on the second anniversary of the Vesting Commencement Date and the remaining 50% of the On-Target Units will vest on the third anniversary of the Vesting Commencement Date. |
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In addition to the foregoing, the following rules shall apply to the extent this award remains outstanding at the effective time of a Corporate Transaction: |
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Any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue this award or may substitute a similar stock award for this award (including,
but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction). A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a
portion of this award or substitute a similar award for only a portion of this award. The terms of any assumption, continuation or substitution shall be set by the Board; |
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Subject to the forfeiture of any units in excess of the On-Target Units as described above, in the event the surviving corporation or acquiring corporation (or its parent company) does not assume or continue this award
or substitute a similar stock award for this award, then, with respect to the portion of this award that is not assumed, continued or substituted, the vesting of this award shall (contingent upon the effectiveness of the Corporate Transaction) be
accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate
Transaction) and this award shall terminate at or prior to the effective time of the Corporate Transaction; and |
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Notwithstanding the foregoing, in the event this award will be terminated in connection with a Corporate
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Transaction, the Board may provide, in its sole discretion, that, if this award is not settled prior to the effective time of the Corporate Transaction, you will receive a payment, in such form
as may be determined by the Board, equal to the value of the property you would have received upon settlement of this award. |
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Notwithstanding anything to the contrary in this Agreement or your Retention Agreement, and subject to the other terms and conditions of your Retention Agreement, in the event you experience a Covered Termination (as
defined in your Retention Agreement) prior to the Approval Date and within three (3) months prior to a Change in Control (as defined in your Retention Agreement), you will only be eligible for accelerated vesting of the On-Target Units and the
remaining units will be forfeited. |
| Settlement of Units |
Each unit will be settled on the first Permissible Trading Day that occurs on or after the day when the unit vests. However, each unit must be settled not later than March 15 of the calendar year after the calendar year in which the unit vests.
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At the time of settlement, you will receive one share of the Company’s Common Stock for each vested unit. But the Company, at its sole discretion, may substitute an equivalent amount of cash if the distribution of
stock is not reasonably practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Common Stock at the time of settlement. |
| “Permissible Trading Day” |
“Permissible Trading Day” means a day that satisfies each of the following requirements: |
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• |
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The Nasdaq Global Market is open for trading on that day, |
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• |
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You are permitted to sell shares of the Company’s Common Stock on that day without incurring liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, |
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• |
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Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the Securities and Exchange
Commission or (b) Rule 10b5-1 of the Securities and Exchange Commission is applicable, |
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• |
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Under the Company’s written Insider Trading Policy, you are permitted to sell shares of the Company’s Common Stock on that day, and |
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• |
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You are not prohibited from selling shares of the Company’s Common Stock on that day by a written agreement between you and the Company or a third party. |
| Section 409A |
This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Code, at the time of your “separation from service,” as defined in those
regulations. If this paragraph applies, then any units that otherwise would have been settled during the first six months following your separation from service will instead be settled during the seventh month following your separation from service,
unless the settlement of those units is exempt from Section 409A of the Code. |
| No Voting Rights or Dividends |
Your units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your units are settled by issuing shares of the Company’s Common Stock. |
| Units Nontransferable |
You may not sell, transfer, assign, pledge or otherwise dispose of any units. For instance, you may not use your units as security for a loan. |
| Withholding Taxes |
No stock certificates or cash will be distributed to you unless you have made arrangements satisfactory to the Company for the payment of any withholding taxes that are due as a result of the vesting or settlement of this award (the “Tax
Withholding Obligation”). |
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In this regard, you authorize the Company, at its sole discretion, to satisfy your Tax Withholding Obligation by one or a combination of the following: |
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• |
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Withholding the amount of any Tax Withholding Obligation from your wages or other cash compensation paid to you by the Company. |
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• |
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Instructing a brokerage firm selected by the Company for this purpose to sell on your behalf a number of whole shares of Company stock to be issued to
you when the units are settled that the Company determines are appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. You acknowledge that the Company or its designee is under no obligation to arrange for such
sale at any particular price. Regardless |
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of whether the Company arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs,
damages or expenses relating to any such sale. |
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• |
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Withholding shares of Company stock that would otherwise be issued to you when the units are settled equal in value to the Tax Withholding Obligation. The fair market value of the withheld shares, determined as of the
date when taxes otherwise would have been withheld in cash, will be applied to the Tax Withholding Obligation. |
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• |
|
Any other means approved by the Company. |
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You agree to pay to the Company in cash any amount of Tax Withholding Obligation that the Company does not elect to satisfy by the means described above. |
| Restrictions on Resale |
You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Continuous Service continues and for such
period of time after the termination of your Continuous Service as the Company may specify. |
| Employment at Will |
Your award or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Continuous Service at any time, with or
without cause. |
| Administration |
The Board shall administer this award and shall have the power: |
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• |
|
To construe and interpret this award. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in this Restricted Stock Unit Award Agreement in a manner and to the extent it shall deem
necessary or expedient to make the award fully effective; |
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• |
|
To settle all controversies regarding this award; and |
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• |
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To accelerate the time at which the award will vest. |
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In addition, the Board shall also have the power, with your consent if you would be adversely affected, to amend any other terms of this award. |
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All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. |
| Capitalization Adjustments |
In the event of a Capitalization Adjustment, the Board shall equitably adjust the class and the number of securities subject to your units. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.
|
| Dissolution or Liquidation |
In the event of a dissolution or liquidation of the Company, this award shall terminate immediately prior to the completion of such dissolution or liquidation, provided, however, that the Board may, in its sole discretion, cause some or all of
the units subject to this award to become vested before the dissolution or liquidation is completed but contingent on its completion. |
| Beneficiary Designation |
You may dispose of your units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your
death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested units that you hold at the time of your death. |
| Applicable Law |
This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). |
| Other Agreements |
This Agreement and the Notice of Restricted Stock Unit Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This
Agreement may be amended only by another written agreement between the parties. |
| Definitions |
“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine the
time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. |
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“Board” means the Board of Directors of the Company. |
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“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to this award
after the Date of Grant without the receipt of |
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consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company). Notwithstanding the foregoing, the conversion of any convertible securities of the
Company shall not be treated as a transaction “without receipt of consideration” by the Company. |
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“Code” means the Internal Revenue Code of 1986, as amended. |
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“Common Stock” means the common stock of the Company. |
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“Compensation Committee” means the Compensation Committee of the Board. |
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“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as
a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes
of this award. |
| |
“Continuous Service” means that the Recipient’s service with the Company or an Affiliate, whether as an Employee or Consultant, is not interrupted or terminated. A change in the capacity in which
the Recipient renders service to the Company or an Affiliate as an Employee or Consultant or a change in the entity for which the Recipient renders such service, provided that there is no interruption or termination of the Recipient’s
service with the Company or an Affiliate, shall not terminate the Recipient’s Continuous Service. For example, a change in status from an employee of the Company to a consultant to an Affiliate shall not constitute an interruption of Continuous
Service. To the extent permitted by law, the Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or
any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting of this award only to such extent as may be provided in the Company’s leave of absence policy, in the
written terms of any leave of absence agreement or policy applicable to the Recipient, or as otherwise required by law. Service solely as a Director, or payment of a fee for such service, shall not constitute “Continuous Service” for
purposes of this award. |
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“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: |
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(i) |
a sale or other disposition, of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its subsidiaries; |
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(ii) |
a sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company; |
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(iii) |
the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or |
| |
(iv) |
the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. |
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“Director” means a member of the Board. |
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“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an
“Employee” for purposes of this award. |
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“Entity” means a corporation, partnership, limited liability company or other entity. |
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“Own,” “Owned,” “Owner,” “Ownership.” A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of,
or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to
direct the voting, with respect to such securities |
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“Recipient” means the person named in the Grant Notice to whom this award is granted. |
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“Retention Agreement” means your retention agreement with the Company. |
BY SIGNING THE NOTICE OF RESTRICTED
STOCK UNIT AWARD ATTACHED TO THIS
AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED IN
THE
NOTICE OF RESTRICTED STOCK UNIT AND THIS AGREEMENT.
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Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Hansen Medical, Inc. (MM) (NASDAQ:HNSN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
