380 North Bernardo Avenue Mountain View. CA 94043 ###-###-#### www.hansenmedical.com
Exhibit 10.57
March 13, 2007
Frank M. Schembri, Jr., P.E.
Dear Frank,
I am very pleased to offer you a position at Hansen Medical, Inc., as our Senior Director of Manufacturing, reporting to me.
Your starting salary will be $13,750 per month, (approximately $165,000 annually). Our pay periods are semi-monthly; this position is salaried exempt. You will be eligible for the following standard Company benefits: health, dental, vision, life and disability insurance, as well as flexible spending accounts and 401(k) plan participation, holidays and vacation. Benefits are effective the first of the month following the date of your employment. The Company may change benefits from time to time at its discretion.
Subject to and following approval by the Board, the Company will grant you an option to 50,000 shares of the Companys common stock at the fair market value as determined by the Board as of the date of grant (the Option). The Option will be subject to the terms and conditions of the Companys Stock Plan (the Plan) and your grant agreement. Your grant agreement will include a four year vesting schedule, under which 25% of your Option will vest after 12 months and 1/48th of the total will vest at the end of each month thereafter, until either the Option is fully vested or your employment ends, whichever occurs first.
As a condition of your employment, you will be required to abide by the Companys policies and procedures, including but not limited to the policies set forth in the Companys Employee Handbook. You also agree to read, sign and comply with the Companys Employee Proprietary Information and Inventions Agreement, as attached.
In your work for the Company, yon will be expected not to use or disclose any confidential information or materials, including trade secrets, of any former employer or other third party to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You aglee that you will not bring onto Company premises or use in your work for the Company, any unpublished documents or property belonging to any former employer or other third party that you are not authorized to use and disclose.
Your employment relationship is at-will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice.
To ensure the rapid and economical resolution of disputes that may arise in connection with your employment, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, execution, or interpretation of this agreement, your employment, or the termination of your employment, shall be resolved, to the fullest extent permitted by law,
380 North Bernardo Avenue Mountain View. CA 94043 ###-###-####
www.hansenmedical.com
by final, binding and confidential arbitration in Palo Alto, California conducted before a single arbitrator by Judicial Arbitration and Mediation Services, Inc. (JAMS) or its successor, under the then applicable JAMS rules. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrators essential findings and conclusions and a statement of the award. The Company shall pay all of JAMS arbitration fees. Nothing in this letter agreement shall prevent either you or the Company from obtaining injunctive relief in court if necessary to prevent irreparable harm pending the conclusion of any arbitration.
This letter, together with your Proprietary Information Agreement, forms the complete and exclusive statement of your employment agreement with the Company. The employment terms in this letter supersede any other representations or agreements made to you by any party, whether oral or written. The terms of this agreement cannot be changed (except with respect to those changes expressly reserved to the Companys discretion in this letter) without a written agreement signed by you and a duly authorized officer of the Company. This agreement is to be governed by the laws of the state of California without reference to conflicts of law principles. In case any provision contained in this agreement shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this agreement, and such provision will be reformed, constl1led and enforced so as to render it valid and enforceable consistent with the general intent of the patties insofar as possible under applicable law. With respect to the enforcement of this agreement, no waiver of any right hereunder shall be effective unless it is in writing. For purposes of construction of this agreement, any ambiguity shall not be construed against either party as the drafter. This agreement may be executed in more than one counterpart, and signatures transmitted via facsimile shall be deemed equivalent to originals. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States.
If you wish to accept employment at Hansen under the terms described above, please sign and date this letter and the Proprietary Information Agreement, and return them to me by March 14, 2007. You may scan and email the letter to cathy_wooten@hansenmedical.comorfax the acceptance to Cathy Wooten, Director of Human Resources at ###-###-####. If you accept our offer, we would like you to start work on March 28, 2007 01 as soon thereafter as possible.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely, |
/s/ Sean Murphy |
Sean Murphy |
Sr. Vice President of Engineering |
Understood and accepted: |
/s/ Frank M. Schembri, Jr. | March 13, 2007 | |
Frank M. Schembri, Jr. | Date |