SiliconBeat

One Sunday earlier this month, Hansen Medical, the Mountain Mountain View maker of robotic medical devices, and Gary Restani, its chief operating officer, agreed that his employment would be coming to an end.

Restani, who joined Hansen’s board in September 2006 and was named COO a month later, was to remain on the company’s board of directors after his employment ends March 1, according to the company’s SEC filing Feb. 12 announcing the agreement reached Feb. 8.

His departure was somewhat surprising, given that the company reimbursed him $50,000 in relocation expenses when he was first hired 29 months ago, and provided him a housing allowance of $5,000 a month for 24 months. They also paid him a discretionary bonus of $50,000 for 2007 when no other named executive got one.

What wasn’t clear when his termination was first announced was why.

Details about Restani’s severance in a regulatory filing today cleared things up a bit. He’ll continue to be paid his $350,000 annual salary for 12 months after he leaves and he’ll get his and his dependents’ health benefit premiums paid for during that time, severance benefits that were to be his if he was terminated without reason.

But one going-away benefit the company bestowed on Restani was not originally a part of his employment deal. Hansen is giving Restani 125,000 shares of fully vested “restricted” stock. (If the shares are his, how are they restricted?)

In return, Restani sgreed to the cancellation of two option grants good for a total of 450,000 shares, which, according to his original employment agreement, were only to be his should he be terminated within a year of the company being acquired.

Why the change? The company doesn’t say. But it doesn’t take ESP to intuit one reason: the options had a strike price of $7.76, while Hansen’s shares closed at $4.80 the day the severance details were announced, making them currently worthless.

Another clue that both sides were eager to part ways was the other bit of news reported Thursday: Restani has agreed he won’t run for re-election to the board at the next shareholder meeting in June.

Now Restani, who previously didn’t own any Hansen shares, won’t have to maintain his director’s connection to the company, waiting to exercise those options until they hopefully float back into the money, before being able to profit from the company’s stock.

That’s more than can be said for the owners of Hansen’s stock since Restani became COO, who saw their shares drop 60 percent in value during that time.