Waiver of 2012 Cash Incentive Bonus and Grant of Performance Restricted Stock Units by Bruce J. Barclay for Hansen Medical, Inc.
Bruce J. Barclay agrees to give up his right to a cash incentive bonus for Hansen Medical, Inc.'s 2012 fiscal year. Instead, he will be eligible to receive performance-based restricted stock units covering 70,050 shares, which will vest according to the company's 2012 performance goals. Barclay also confirms that this change does not qualify as a 'Good Reason' event under his existing Retention Agreement with the company.
Exhibit 10.84
February 9, 2012
Board of Directors
Hansen Medical, Inc.
800 East Middlefield Road
Mountain View, CA 94043
Dear Sirs:
I hereby voluntarily relinquish any rights to a cash incentive bonus in respect of Hansen Medical, Inc.’s 2012 fiscal year and agree that in lieu of a cash incentive bonus opportunity in respect of the Company’s 2012 fiscal year I will be eligible for a performance restricted stock unit covering 70,050 shares of the Company’s common stock, which units will vest based on the Company’s Corporate 2012 Critical Success Factors approved by the Board. I acknowledge and agree that this change will not constitute “Good Reason,” nor will it be considered to be a “Good Reason Event,” under the Retention Agreement, dated May 26, 2010, between me and the Company.
| Very truly yours, |
| /s/ Bruce J Barclay |
| Bruce J Barclay |
