Common use of Section 409A of the Code Clause in Contracts

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended To the extent required to be exempt from, or comply with, the requirements of in compliance with Section 409A of the Internal Revenue Code Code, and the regulations promulgated thereunder (together, “Section 409A”), notwithstanding any other provision of 1986the Plan, (a) any payment or benefit to which a Participant is eligible with respect to the 2021 LTIP, including a Participant who is a “specified employee” as amended from time to time (the “Code”) and guidance issued thereunder and defined in Section 409A, shall be construed accordingly. Notwithstanding anything adjusted or delayed and (b) any term of the 2021 LTIP may be adjusted in such manner as to comply with Section 409A and maintain the intent of the 2021 LTIP to the contrary in this Agreementmaximum extent possible . More specifically, if to the extent any payment provided to a Participant under the 2021 LTIP constitutes non exempted deferred compensation under Section 409A and the Participant is at the time of the EmployeeParticipant’s termination Termination of Employment, the Employee is Employment considered to be a “specified employee,” as defined belowpursuant to the Company’s policy for determining such employees, the payment of any such non exempted amount and all amounts payable under this Agreement on account the provision of such separation from service that constitute deferred compensation and would (but non exempted benefits will be delayed for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) separation from service. Notwithstanding the foregoing, Delta shall not have any liability to the extent of amounts that do not any Participant or any other person if any payment is determined to constitute a deferral of compensation “nonqualified deferred compensation” within the meaning of Section 1.409A-1(b) of 409A and does not satisfy the Treasury Regulationsadditional conditions applicable to nonqualified deferred compensation under Section 409A. You and Delta, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject each intending to be bound legally, agree to the requirements of Section 409A. For purposes of matters set forth above by signing this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein)date set forth below. DELTA AIR LINES, and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury RegulationsINC. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.By: _______________________________________ Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President-Human Resources PARTICIPANT _______________________________________ [PARTICIPANT] _______________________________________ Date:

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are To the extent applicable, it is intended to that payments and benefits provided hereunder be exempt from, from or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986and the guidance promulgated thereunder (collectively, as amended from time to time (the “CodeSection 409A”) and guidance issued thereunder and ). This Agreement shall be construed accordinglyadministered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or 15 4854-0875-0341 v.10 the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. Notwithstanding In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, if at each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the time earlier of the Employeedate Executive incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Executive’s termination of Employment, the Employee death. (iii) If Executive is a “specified employee,” ”, as defined belowin Section 409A on the date Executive incurs a separation from service, any and all amounts amount that becomes payable under this Agreement on account by reason of such separation from service that constitute constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and would (but for this provision) be payable within six (6) months paid on the earlier of the first business day of the seventh month following the month that includes Executive’s separation from service, or the date of termination, shall instead be paid on Executive’s death. (iv) If the next business sixty (60) day period described in Section 9 ends in the calendar year following the expiration year that includes the Termination Date, no amount that is subject to Section 409A, the payment of such six (6) month period or, if earlier, which is dependent upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) execution of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the CommitteeRelease, shall be liable to paid until the Employee or to the estate or beneficiary first business day of the Employee by reason calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any acceleration expense payable to Executive that constitutes taxable income shall be paid not later than the last day of incomethe year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder other obligation to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codepay taxes.

Section 409A of the Code. Performance Share Awards granted If you are a “specified employee” within the meaning set forth in the document entitled “409A: Policy of Donnelley Financial Solutions, Inc. and its Affiliates Regarding Specified Employees” on the date of your Separation from Service, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are intended subject to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and as a result of your Separation from Service shall not be construed accordingly. Notwithstanding anything to paid until the contrary in this Agreement, if at earlier of (x) the time first business day of the Employee’s termination of Employment, seventh month occurring after the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following month in which the date of terminationyour Separation from Service occurs and (y) the date of your death. Notwithstanding the immediately preceding sentence, shall instead amounts payable to you as a result of your involuntary Separation from Service that do not exceed two (2) times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for the year prior to the year in which the date of your Separation from Service occurs and (ii) the maximum amount that may be taken into account under section 401(a)(17) of the Code in the year in which the date of your Separation from Service occurs may be paid on as otherwise scheduled. If any compensation or benefits provided by this Agreement may result in the next business day following application of Section 409A of the expiration of such six (6) month period orCode, if earlierthen the Company shall, upon the Participant’s death; except (A) in consultation with you, modify this Agreement to the extent permissible under Section 409A of amounts that do not constitute a deferral the Code in the least restrictive manner as necessary to exclude such compensation and benefits from the definition of compensation “deferred compensation” within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of such Section 409A of the Code or by reason in order to comply with the provisions of Section 4999 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to Section 409A of the Code, you are solely responsible for the payment of any taxes and interest due as a result. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. In no event may you, directly or indirectly, designate the calendar year of payment.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) Notwithstanding any provision of the Plan or this Agreement are to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code Code, and all provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyand interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Notwithstanding anything The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the contrary Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the Performance Cash Award is considered “deferred compensation” subject to Section 409A of the Code, references in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” (and correlative phrases substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the Performance Cash Award shall be construed deemed as separate payments. Form for Mark Xxxx (x) Notwithstanding anything in the Plan or this Agreement to require the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code, no payments in respect of the Performance Cash Award that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) shall be made to such Participant prior to the presumptions contained therein)date that is six (6) months after the date of the Participant’s “separation from service” or, and if earlier, the term “specified employee” means an individual determined date of the Participant’s death. Following any applicable six (6) month delay, all such delayed payments shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. (c) Unless otherwise provided by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary Committee in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder otherwise, in the event that the timing of payments in respect of the Performance Cash Award (that would otherwise be considered “deferred compensation” subject to satisfy Section 409A of the requirements Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code or by reason (ii) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 4999 409A of the Code if and to the extent required under Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted It is the intention of the Parties that the benefits and rights to which the Executive could be entitled pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreementthereunder, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If the Executive or by reason the Company believes, at any time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A of the Code (with the most limited possible economic effect on the Executive and on the Company). If and to the extent required to comply with Section 409A of the Code, any payment or benefit required to be paid hereunder on account of termination of the Executive’s employment, service (or any other similar term) shall be made only in connection with a “separation from service” with respect to the Executive within the meaning of Section 4999 409A of the Code. Notwithstanding any other provision of this Agreement, in the event the Executive is treated as a “specified employee” under Section 409A of the Code and any payment under this Agreement is treated as a nonqualified deferred compensation payment under Section 409A of the Code, then to the extent required by Section 409A, the payment of such amounts shall be delayed for six months and a day following the effective date of the Executive’s termination of employment, at which time a lump sum payment shall be made to the Executive consisting of the sum of the delayed payments. This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six-month and a day period, such nonqualified deferred compensation may be paid at any time on or after such specified employee’s death. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit hereunder that is subject to Section 409A of the Code, except in compliance with Section 409A of the Code and this Agreement, and no amount that is subject to Section 409A of the Code shall be paid prior to the earliest date on which it may be paid without violating Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are To the extent applicable, it is intended to that payments and benefits provided for hereunder be exempt from, from or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986and the guidance promulgated thereunder (collectively, as amended from time to time (the “CodeSection 409A”) and guidance issued thereunder and ). This Agreement shall be construed accordinglyadministered in a manner consistent with this intent and if Employee or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Employee or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Employee and on the Company) or to minimize any additional tax, interest and/or penalties that may apply under Section 409A if exemption or compliance is not practicable. Notwithstanding In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, if at each and every payment to be made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Employee becomes entitled to receive any payment that constitutes deferred compensation subject to Section 409A upon a termination of employment, and such termination of employment does not constitute a “separation from service” as defined in Section 409A, payment of such amount shall be deferred, without interest, and paid on the time earlier of the date Employee incurs a separation from service, as so defined (subject to subsection (f)(iii)) below, or the date of Employee’s termination of Employment, the death. (iii) If Employee is a “specified employee,” ”, as defined belowin Section 409A on the date she incurs a separation from service, any and all amounts amount that becomes payable under this Agreement on account by reason of such separation from service that constitute constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to subsection (f)(ii) above, shall be deferred, without interest, and would (but for this provision) be payable within six (6) months paid on the earlier of the first business day of the seventh month following the month that includes Employee’s separation from service, or the date of termination, shall instead be paid on Employee’s death. (iv) If the next business sixty (60) day period described in Section 7 ends in the calendar year following the expiration year that includes the Termination Date, no amount that is subject to Section 409A, the payment of such six (6) month period or, if earlier, which is dependent upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) execution of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the CommitteeRelease, shall be liable to paid until the Employee or to the estate or beneficiary first business day of the Employee by reason calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any acceleration expense payable to Employee that constitutes taxable income shall be paid not later than the last day of incomethe year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Employee with respect to any payment or benefit provided to Employee hereunder, and Employee shall be responsible for any taxes, additional taxes or penalties imposed on Employee in connection with any such payment or benefit with respect to Section 409A or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder other obligation to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codepay taxes.

Section 409A of the Code. Performance Share Awards granted pursuant to It is intended that this Agreement are intended to be exempt from, or comply with, with the requirements provisions of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) ), and guidance issued thereunder the Treasury regulations relating thereto, or an exemption to Section 409A of the Code, and it will be considered and interpreted in accordance with that intent. Any payments that qualify for the “separation pay” or “short-term deferral” exception or another exception under Section 409A of the Code shall be construed accordinglypaid under the applicable exception. Notwithstanding anything to the contrary in this Agreement, if at the time For purposes of the Employee’s termination limitations of Employmentnonqualified deferred compensation under Section 409A of the Code, the Employee is a “specified employee,” as defined below, any and all amounts payable each payment of compensation under this Agreement on account shall be treated as a separate payment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes compensation. Despite any contrary provision of this Agreement, all any references to “termination of employment” or the “date of termination” (or any similar term) shall mean and correlative phrases shall be construed refer to require a the date of your “separation from service,” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code and Treasury Regulation Section 1.409-A1(h). In no event may you directly or by reason indirectly designate the calendar year of any payment under this Agreement. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to you or to any other person if any payments under this Agreement are determined to constitute “deferred compensation” subject to Section 4999 409A, but do not satisfy an exemption from, or the conditions of, that section. To the extent that any reimbursements or corresponding in-kind benefits provided to you under this Agreement are determined to constitute “deferred compensation” subject to Section 409A, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred, and in any event in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv). The amount of any such payments or expense reimbursements in one calendar year shall not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and your right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

Section 409A of the Code. Performance Share Awards This Agreement and the TRSUs granted pursuant to this Agreement hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy with the requirements of Section 409A of the Code or an exemption or exclusion therefrom, and, with respect to TRSUs that constitute deferred compensation subject to Section 409A of the Code, the Plan and this Agreement as well as any Individual Agreement shall be interpreted and administered in all respects in accordance with Section 409A of the Code (including with respect to the application of any defined terms to TRSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A of the Code to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code). Each payment (including the delivery of shares of Common Stock) under the TRSUs that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code and, to the extent to be made or delivered upon a termination of employment may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Grantee pursuant to Section 409A of the Code. In no event may Grantee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding the foregoing, the Corporation makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Corporation be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any other provision of this Agreement to the contrary, if Grantee is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation as in effect on the date of Grantee’s separation from service), TRSUs that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be deliverable by reason of Section 4999 Grantee’s separation from service during the six-month period immediately following such separation from service shall instead be provided on the earlier to occur of: (a) the date that is six months and one day after Grantee’s separation from service; or (b) the date of the CodeGrantee’s death.

Section 409A of the Code. Performance Share Awards granted It is intended that the provisions of this Agreement comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. In particular, if necessary to avoid imposition of penalties and additional taxes under Section 409A of the Code (the “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any amounts payable pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything subject to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute delay in a deferral of compensation within the meaning of manner consistent with Section 1.409A-1(b409A(a)(2)(B)(i) of the Treasury RegulationsCode. In the case of a series of payments, as determined by the first payment shall include the amounts the Executive would have been entitled to receive during the six (6) month waiting period. From and after the Effective Date and for the remainder of the Term, (a) the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of shall administer and operate this Agreement, all references to Agreement and any “termination of employment” and correlative phrases shall be construed to require a “separation from servicenonqualified deferred compensation plan” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) (and any other arrangement that could reasonably be expected to constitute such a plan) in which the presumptions contained therein), Executive participates and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Executive’s rights and benefits hereunder and thereunder in compliance with Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time, (b) in the contrary in this Agreement, neither event that the Company, nor Company determines that any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or any payment hereunder to satisfy the requirements of such plan or arrangement does not comply with Section 409A of the Code or by reason any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the Company shall amend or modify such provision to avoid the application of such Section 4999 409A Tax, and (c) in the event that, notwithstanding the foregoing, the Executive is subject to a Section 409A Tax with respect to any such provision, the Company shall indemnify and hold the Executive harmless against all taxes (and any interest or penalties imposed with respect to such taxes) imposed as a result of the CodeCompany’s failure to comply with the preceding clause (a) of this Section 7. The provisions of Sections 10(c), (d) and (e) shall apply mutatis mutandis to any claim by the IRS that, if successful, would give rise to indemnification by the Company under this Section 7.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to If your termination of employment occurs during 2007, there will be exempt fromno payment under Section 3(a)(iii)(A), (B) or comply with, the requirements (C) or clause (2) or (3) of Section 409A of 3(b) until January 1, 2008 unless the Internal Revenue Code of 1986, as amended from time to time (LTIP and the “Code”) and guidance issued thereunder and shall be construed accordinglyaccompanying award agreement would have provided for an earlier payment on such termination. Notwithstanding anything to the contrary in this AgreementIn addition, if at the time of the Employee’s termination of Employment, the Employee is you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code at the time of your termination of employment, any payments to you pursuant to Section 3(a)(i), Section 3(a)(iii) (other than with respect to stock options, restricted shares or by reason of performance shares that are not subject to Section 4999 409A of the Code), Section 3(a)(v), or clause (2) with respect to Performance Units, clause (3) with respect to restricted share units or clause (4) of Section 3(b), and any benefits to you pursuant to Section 3(a)(vi) to the extent required by Treas. Reg. §409A-1(a)(5), will be delayed until the day after the six-month anniversary of your Termination Date, or if earlier, the date of your death (at which time you will be provided with all payments that would have been made to you through such time but for this sentence and provided reimbursement for all benefits that would have been provided to you through such time but for this sentence). Without limiting the foregoing, this Agreement will be interpreted in a manner to avoid adverse consequences to you under Section 409A of the Code. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, after giving effect to the first two sentences of this Section 4(j), you and BNY-Mellon will agree on a modification to the Agreement in the least restrictive manner necessary in order to, where applicable (1) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A, or (2) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications such that you will receive all payments and benefits hereunder in the shortest amount of time from the date otherwise due, while no portion of any payments to you hereunder will be subject to the excise taxes of Section 409A of the Code, in each case, without any diminution in the value of the payments to you. If this Agreement is acceptable to you, please sign both copies of this letter indicating your agreement to its terms, keep one signed copy of the letter for yourself and return the other signed copy to me. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature. We thank you for the valuable services you have performed for the Company, and we look forward to your continued contribution to the success of the Company through its transition into BNY-Mellon. Sincerely, The Bank of New York Company, Inc. /s/ Jxxx X. Xxxxxx Name: Jxxx X. Xxxxxx Title: Vice Chairman and General Counsel Accepted and Agreed: /s/ Txxxxx X. Xxxxxxx Txxxxx X. Xxxxxxx Date: June 26, 2007 GENERAL RELEASE (this “Release”) by Txxxxx X. Xxxxxxx (“you”) in favor of The Bank of New York Mellon Corporation (the “Company”), its subsidiaries, affiliates, and all of their officers, directors, employees, shareholders, attorneys and agents and their predecessors, successors and assigns, individually and in their official capacities (together, the “Released Parties”).

Section 409A of the Code. Performance Share Awards granted pursuant (a) The portion of this award of RSUs representing the aggregate number of RSUs that are scheduled to vest on December 22, 2018 and December 22, 2019 as set forth in Section 3(a) (collectively, the “Continued Eligible Vesting RSUs”) is intended to comply with Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement are intended shall be interpreted to be exempt from, in compliance therewith in respect of the Continued Eligible Vesting RSUs. If the Participant notifies the Company (with specificity as to the reason therefor) that the Participant believes that any provision of this Agreement would cause the Participant to incur any additional tax or comply withinterest under Section 409A of the Code and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the requirements Company shall, after consulting with the Participant, reform such provision to attempt to comply with Section 409A of the Code through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A of the Code. To the extent that any provision hereof is modified in order to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Company of the applicable provision without violating the provisions of Section 409A of the Internal Revenue Code Code. For the sake of 1986clarity, the Company does not hereby agree to indemnify the Participant for liabilities incurred as amended from time to time (a result of Section 409A of the “Code”) and guidance issued thereunder and , it being understood, however, that this clarification shall not be construed accordingly. Notwithstanding anything as a waiver by the Participant of any claim for damages for breach of contract that are related to the contrary in this Agreement, if at the time Section 409A of the Employee’s Code. (b) Any settlement of the Continued Eligible Vesting RSUs that is triggered by a Termination, termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion employment or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases like terms shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of within the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “Termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any settlement of the Continued Eligible Vesting RSUs on account of a “separation from service,” such settlement shall be made at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death, to the extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, the settlement of the Continued Eligible Vesting RSUs delayed pursuant to this Section 23(b) shall be made on the first business day following the date of the “separation from service.” (c) If settlement of the Continued Eligible Vesting RSUs is triggered by reason a Change in Control, then such Change in Control must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5). (d) Notwithstanding any other provision of this Agreement to the contrary, if settlement of the Continued Eligible Vesting RSUs is triggered by the Participant’s Disability, then “Disability” shall mean that the Participant is “disabled” within the meaning of Section 4999 409A(a)(2)(C)(i) or (ii) of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this This Award Agreement are is intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder, and the provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Award Agreement shall be construed interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Award Agreement shall be operated accordingly. If any provision of the Award Agreement or any term or condition of the RSUs would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything to the contrary else in this Award Agreement, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained thereinCode), and the term amount hereunder is “specified employeedeferred compensation” means an individual determined by subject to Section 409A of the Atlas Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be a specified employee made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 1.409A-1(i409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment and if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding anything to the contrary in this Agreementforegoing, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf tax treatment of the Companybenefits provided under this Award Agreement is not warranted or guaranteed, any subsidiary, or and in no event shall the Committee, shall Company be liable to the Employee for all or to the estate or beneficiary of the Employee by reason any portion of any acceleration taxes, penalties, interest or other expenses that may be incurred by the Participant on account of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of non-compliance with Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this (a) This Agreement are is intended to be exempt from, or comply with, with the requirements provisions of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of 1986this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, as amended from time to time including without limitation by delaying the issuance of the Shares contemplated hereunder. (the “Code”b) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, if at the time of the Employee’s termination of Employment, the Employee a Participant is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company no payments in its reasonable good faith discretion or (B) other amounts or benefits respect of any RSU that are not is “deferred compensation” subject to Section 409A of the requirements of Code and not exempt for Section 409A. For purposes of this Agreement, all references to “termination of employment” 409A as a short-term deferral or otherwise and correlative phrases shall which would otherwise be construed to require a payable upon the Participant’s “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) shall be made to such Participant prior to the presumptions contained therein)date that is six (6) months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six (6)-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant 7 in connection with this Agreement, and the term “specified employee” means Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an individual determined by additional tax, penalty or interest under Section 409A of the Atlas Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any separate payment hereunder to satisfy the requirements for purposes of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxxx Xxxxxx, Senior Vice President Human Resources. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx, Ph.D. Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Xxxxx Xxxxx: /s/ Xxxxx Xxxxx Signed on: 9-14-11 Start Date: 10-1-11

Section 409A of the Code. Performance Share Awards granted pursuant to For purposes of compliance with Code Section 409A: (a) It is intended that this Agreement are intended shall comply with the provisions of Code Section 409A and the Treasury regulations relating thereto, or an exemption to Code Section 409A. Any payments that qualify for the "short-term deferral" exception shall be considered as paid first, then any payments that qualify for the separation pay plan exception shall be considered as paid next, then payments that qualify for any other exception under Section Code 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules and the exclusion for certain short-term deferral amounts under Code Section 409A. All payments to be exempt frommade upon a termination of employment under this Agreement that constitute non-qualified deferred compensation may only be made upon a "separation from service" under Section Code 409A. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. To the extent permitted under Code Section 409A or any Internal Revenue Service ("IRS") or Treasury rules or other guidance issued thereunder, the Bank may, in consultation with the Executive, modify the Agreement in order to cause the provisions of the Agreement to comply with, with the requirements of Code Section 409A 409A, so as to avoid the imposition of taxes and penalties on the Internal Revenue Executive pursuant to Code of 1986, as amended from time to time Section 409A. (the “Code”b) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any all reimbursements and all amounts payable in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in- kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) Notwithstanding any other provision of this Agreement to the contrary and if applicable, if the Executive is considered a "specified employee" for purposes of Code Section 409A (as determined in accordance with the methodology established by the Bank as in effect on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationseparation from service), shall instead be paid on the next business day following the expiration of such six (6i) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts any payment or other benefit that do not constitute a deferral of constitutes nonqualified deferred compensation within the meaning of Code Section 1.409A-1(b409A that is otherwise due to the Executive under this Agreement during the six-month period following his separation from service (as determined in accordance with Code Section 409A) on account of his separation from service shall be accumulated and paid to the Executive on the first business day of the Treasury Regulationsseventh month following his separation from service (the "Delayed Payment Date"). If the Executive dies during the postponement period, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject and entitlements delayed on account of Code Section 409A shall be paid to the requirements personal representative of Section 409A. For purposes of this Agreement, all references his estate on the first to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) occur of the Treasury Regulations Delayed Payment Date or 30 days after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) date of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the CodeExecutive's death.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxx Xxxxxxxx, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chairman of the Board of Directors By: /s/ Xxxxxx X. Xxxxxxxx 2-2-11 Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or any payment hereunder to satisfy the contrary, this Agreement is intended to meet the requirements of Section 409A of the Code to the extent applicable, the parties intend to administer this Agreement in a manner that is consistent with those requirements or by reason an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. If and to the extent applicable, severance benefits shall be paid first under the “short-term deferral exception” and then under the “separation pay exception” of Section 4999 409A of the Code, and any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a “specified employee” (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the Employee’s death, if earlier). For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of this Agreement. 4. As a result of the pending merger of AxoGen with and into Nerve Merger Sub Corp., a subsidiary of LecTec Corporation (“Merger Sub”) in accordance with the terms of an Agreement and Plan of Merger, dated as of May 31, 2011, by and among LecTec Corporation (“LecTec”), Merger Sub, and AxoGen, which the parties amended on June 30, 2011 and August 9, 2011 (the “Merger”), LecTec will change its name to AxoGen, Inc. and Employee will be employed by AxoGen, Inc. following the effectiveness of the Merger. Accordingly, the obligations of AxoGen as set forth in this Amendment and the Employment Agreement shall be performed by AxoGen, Inc. following the effectiveness of the Merger and Employee’s obligations as set forth in this Amendment and the Employment Agreement shall be performed with respect to AxoGen, Inc. 5. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.

Section 409A of the Code. Performance Share Awards granted pursuant a. To the extent that the Award is construed to be nonqualified deferred compensation subject to Section 409A of the Code, the Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement are intended in a manner that minimizes adverse tax consequences to be exempt from, or comply with, the Participant and is consistent with the requirements of Section 409A of the Internal Revenue Code Code. Each payment of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and compensation under this Agreement shall be construed accordinglytreated as a separate payment of compensation. In no event may the Participant, directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding anything any other provision of the Plan or this Agreement to the contrary in this Agreementcontrary, if at the time of the Employee’s termination of Employment, the Employee Participant is a “specified employee,” within the meaning of Section 409A of the Code (as defined belowdetermined in accordance with the methodology established by the Company), any and all amounts payable under this Agreement on account of such separation from service that constitute “nonqualified deferred compensation and compensation” subject to Section 409A of the Code that would (but for this provision) otherwise be payable within by reason of the Participant's Termination of Service during the six (6)-month period immediately following such Termination of Service shall instead be paid or provided on the first business day following the date that is six (6) months following the date Participant’s Termination of termination, shall instead be paid on Service. If the next business day Participant dies following the expiration Termination of such six (6) month period or, if earlier, upon the Participant’s death; except (A) Service and prior to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason payment of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements amounts delayed on account of Section 409A of the Code Code, such amounts shall be paid to the designated beneficiary of the Participant pursuant to Section 13(f) of the Plan within forty-five (45) days following the date of the Participant's death. b. This Agreement shall be subject to amendment, with or by reason without advance notice to the Participant, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of the Participant, to the extent necessary to effect compliance with Section 4999 409A of the Code. Notwithstanding anything contained in this Agreement or the Plan, the Company shall have no liability whatsoever for or in respect of any decision to take action to attempt to comply with Section 409A of the Code, any omission to take such action or for the failure of any such action taken by the Company to so comply.

Section 409A of the Code. Performance Share Awards granted pursuant to this This Agreement are is intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent Executive would otherwise be entitled to any payment or benefit under this Employment Agreement or any plan or arrangement of ICE or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by ICE), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of ICE (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from time service” as defined in Treas. Reg. Section 1.409A-1(h). To the extent applicable, each payment made under this Employment Agreement shall be deemed to time be a separate payment, amounts payable under Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (the “Codeshort-term deferrals”) and guidance issued thereunder (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and shall be construed accordinglyother applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined belowEmployment Agreement or elsewhere, any and all amounts payable payment or benefit under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Employment Agreement or any payment hereunder to satisfy the requirements of otherwise that is exempt from Section 409A of the Code or by reason of Section 4999 of the Code.409A

Section 409A of the Code. Performance Share Awards granted pursuant to (i) To the extent applicable, it is intended that this Agreement are intended to be exempt from, and any payments and benefits made or provided hereunder shall comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy with the requirements of Section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service, and shall in all respects be administered in accordance with Section 409A of the Code. Any provision that would cause this Agreement or any payment or benefit hereunder to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code in the least restrictive manner necessary and without any diminution in the value of the payments to the Employee, which amendment may be retroactive to the extent permitted by Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Section 409A of the Code would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such amount or benefit will not be payable or distributable to the Employee by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Section 4999 409A of the Code or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a compliant "separation from service" under Section 409A of the Code. For purposes of Section 409A of the Code, each individual payment payable under the Agreement shall be deemed to be a "separate payment" within the meaning of Section 409A of the Code. (ii) All reimbursements and in‑kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation and where applicable, that (A) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (B) in no event shall reimbursements by the Company under this Agreement be made later than the last day of the Employee's taxable year next following the taxable year in which the applicable fees and expenses were incurred, (C) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year of the Employee may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Employee; and (D) the Employee's right to have the Company pay or provide such reimbursements and in‑kind benefits may not be liquidated or exchanged for any other benefit. (iii) To the extent the Employee is a "specified employee," as defined in Section 409A of the Code and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of nonqualified deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon the Employee's "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable during the six‑month period after the Employee's separation from service, will not be made during such six‑month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six‑month period (the "Delayed Payment Date"); provided, however, that if the Employee dies following a separation from service but before the Delayed Payment Date, such amounts shall be paid to the personal representative of the Employee's estate within 30 days following the Employee's death. (iv) Nothing herein shall be construed as the guarantee of any particular tax treatment to the Employee, and none of the Company, the Board or any of the Affiliates shall have any liability with respect to any failure to comply with the requirements of Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxxx Xxxxxx, Senior Vice President Human Resources. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Accepted and Agreed, Xxxx Xxxxxxx: /s/ Xxxx Xxxxxxx Signed on: January 7, 2011 Start Date: January 17, 2011

Section 409A of the Code. Performance Share Awards granted pursuant This Agreement shall be interpreted in such a manner that all provisions relating to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A settlement of the Internal Revenue Code of 1986, as amended Award are exempt from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason as “short-term deferrals” as described in Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its exemption from Code Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder are exempt from Section 409A of the Code. Notwithstanding the foregoing, if this award of RSUs is interpreted as not being exempt from Section 409A of the Code, it shall be interpreted to comply with the requirements of Section 4999 409A of the Code so that this award is not subject to additional tax or interest under Section 409A of the Code. In this regard, to the extent necessary to comply with or qualify for an exemption from Section 409A of the Code, any reference to “termination of employment” or similar terms will mean the Grantee’s “separation from service” within the meaning of Section 409A(2)(A)(i) of the Code (a “Separation”). In addition, if this award is payable upon the Grantee’s Separation and the Grantee is a “specified employee” of the Company or any affiliate thereof within the meaning of Section 409A(a)(2)(B)(i) of the Code on the day of the Grantee’s Separation, then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Grantee’s Separation, or (ii) Grantee’s death, but only to the extent such delay is necessary so that this Award is not subject to additional tax or interest Section 409A of the Code. Each installment of the Restricted Stock Units that vests is intended to constitute a separate payment for purposes of Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this This Agreement are is intended to comply with, or be exempt from, or comply with, the requirements provisions of Section 409A of the Internal Revenue Code of 1986(“Section 409A”), as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyand interpreted in accordance with such intent. Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A, including without limitation by delaying the issuance of the shares of Common Stock contemplated hereunder. Notwithstanding anything any other provision of this Agreement to the contrary in contrary, (i) the Company, any of its Subsidiaries and their respective officers, directors, employees, or agents make no guarantee that the terms of this AgreementAgreement as written comply with the provisions of Section 409A, if at the time and none of the Employee’s termination foregoing shall have any liability for the failure of Employment, the Employee terms of this Agreement as written to comply with the provisions of Section 409A and (ii) if the Grantee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations409A, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not and is subject to U.S. federal income tax, no payments in respect of any Restricted Stock Unit that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a Grantee’s “separation from service” (as defined in Section 1.409A-1(h409A) will be made to the Grantee prior to the date that is six (6) months after the date of the Treasury Regulations after giving effect to Grantee’s “separation from service” or, if earlier, the presumptions contained therein)Grantee’s date of death. Following any applicable six (6)-month delay, and all such delayed payments will be paid in a single lump sum on the term “specified employee” means an individual determined by the Atlas earliest date permitted under Section 409A that is also a business day. Each payment in a series of payments hereunder will be deemed to be a specified employee under Section 1.409A-1(i) of separate payment for the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements purposes of Section 409A of the Code or by reason of Section 4999 of the Code.409A.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended To the extent required to be exempt from, or comply with, the requirements of in compliance with Section 409A of the Internal Revenue Code Code, and the regulations promulgated thereunder (together, “Section 409A”), notwithstanding any other provision of 1986the Plan, (a) any payment or benefit to which a Participant is eligible with respect to the 2024 LTIP, including a Participant who is a “specified employee” as amended from time to time (the “Code”) and guidance issued thereunder and defined in Section 409A, shall be construed accordingly. Notwithstanding anything adjusted or delayed and (b) any term of the 2024 LTIP may be adjusted in such manner as to comply with Section 409A and maintain the intent of the 2024 LTIP to the contrary in this Agreementmaximum extent possible. More specifically, if to the extent any payment provided to a Participant under the 2024 LTIP constitutes non exempted deferred compensation under Section 409A and the Participant is at the time of the EmployeeParticipant’s termination Termination of Employment, the Employee is Employment considered to be a “specified employee,” as defined belowpursuant to the Company’s policy for determining such employees, the payment of any such non exempted amount and all amounts payable under this Agreement on account the provision of such separation from service that constitute deferred compensation and would (but non exempted benefits will be delayed for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) separation from service. Notwithstanding the foregoing, Delta shall not have any liability to the extent of amounts that do not any Participant or any other person if any payment is determined to constitute a deferral of compensation “nonqualified deferred compensation” within the meaning of Section 1.409A-1(b) of 409A and does not satisfy the Treasury Regulationsadditional conditions applicable to nonqualified deferred compensation under Section 409A. You and Delta, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject each intending to be bound legally, agree to the requirements of Section 409A. For purposes of matters set forth above by signing this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein)date set forth below. DELTA AIR LINES, and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury RegulationsINC. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.By: Name: Xxxxxx Xxxxxxx Title: Vice President—Total Rewards PARTICIPANT [PARTICIPANT] Date:

Section 409A of the Code. Performance Share Awards granted pursuant to this This Agreement are is intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement shall comply with Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of payment. To the extent Executive would otherwise be entitled to any payment or benefit under this Employment Agreement or any plan or arrangement of the Company or its affiliates, that constitutes “deferred compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of Executive’s employment would be subject to the Section 409A additional tax because Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment will be paid to Executive on the earlier of the first day of the seventh month following Executive’s date of termination, a change in ownership or effective control of the Company (within the meaning of Section 409A) or Executive’s death. In addition, any payment or benefit due upon a termination of Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to Executive only upon a “separation from time service” as defined in Treas. Reg. Section 1.409A-1(h). To the extent applicable, each payment made under this Employment Agreement shall be deemed to time be a separate payment, amounts payable under Section 7 of this Employment Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg. Sections 1.409A-1(b)(4) (the “Codeshort-term deferrals”) and guidance issued thereunder (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and shall be construed accordinglyother applicable provisions of Treas. Reg. Section 1.409A-1 through 1.409A-6. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined belowEmployment Agreement or elsewhere, any and all amounts payable payment or benefit under this Employment Agreement on account of such separation or otherwise that is exempt from service that constitute deferred compensation and would Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(A) or (but for this provisionC) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) or provided to Executive only to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that expenses are not subject to incurred, or the requirements benefits are not provided, beyond the last day of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a Executive’s second taxable year following Executive’s taxable year in which the “separation from service” (as defined occurs; and provided further that such expenses shall be reimbursed no later than the last day of Executive’s third taxable year following the taxable year in Section 1.409A-1(h) which Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual any in-kind benefit under this Employment Agreement is determined by the Atlas to be a specified employee under subject to Section 1.409A-1(i) 409A, the amount of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiarysuch expenses eligible for reimbursement, or the Committeeprovision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be liable to reimbursed after the Employee or to the estate or beneficiary last day of the Employee by reason calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any acceleration of income, in-kind benefit be subject to liquidation or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeexchange for another benefit.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to If your termination of employment occurs during 2007, there will be exempt fromno payment under Section 3(a)(iii)(A), (B) or comply with, the requirements (C) or clause (2) or (3) of Section 409A of 3(b) until January 1, 2008 unless the Internal Revenue Code of 1986, as amended from time to time (LTIP and the “Code”) and guidance issued thereunder and shall be construed accordinglyaccompanying award agreement would have provided for any earlier payment on such termination. Notwithstanding anything to the contrary in this AgreementIn addition, if at the time of the Employee’s termination of Employment, the Employee is you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code at the time of your termination of employment, any payments to you pursuant to Section 3(a)(i), Section 3(a)(iii) (other than with respect to stock options, restricted shares or by reason of performance shares that are not subject to Section 4999 409A of the Code), Section 3(a)(v), or clause (2) with respect to Performance Units, clause (3) with respect to restricted share units or clause (5) of Section 3(b), and any benefits to you pursuant to Section 3(a)(vi) to the extent required by Treas. Reg. §409A-1(a)(5), will be delayed until the day after the six-month anniversary of your Termination Date, or if earlier, the date of your death (at which time you will be provided with all payments that would have been made to you through such time but for this sentence and provided reimbursement for all benefits that would have been provided to you through such time but for this sentence). Without limiting the foregoing, this Agreement will be interpreted in a manner to avoid adverse consequences to you under Section 409A of the Code. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, after giving effect to the first two sentences of this Section 4(j), you and BNY-Mellon will agree on a modification to the Agreement in the least restrictive manner necessary in order to, where applicable (1) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A, or (2) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications such that you will receive all payments and benefits hereunder in the shortest amount of time from the date otherwise due, while no portion of any payments to you hereunder will be subject to the excise taxes of Section 409A of the Code, in each case, without any diminution in the value of the payments to you. If this Agreement is acceptable to you, please sign both copies of this letter indicating your agreement to its terms, keep one signed copy of the letter for yourself and return the other signed copy to me. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature. We thank you for the valuable services you have performed for the Company, and we look forward to your continued contribution to the success of the Company through its transition into BNY-Mellon. Sincerely, The Bank of New York Company, Inc. /s/ Jxxx X. Xxxxxx Name: Jxxx X. Xxxxxx Title: Vice Chairman and General Counsel Accepted and Agreed: /s/ Bxxxx Xxx Xxxx Bxxxx Xxx Xxxx Date: June 26, 2007 GENERAL RELEASE (this “Release”) by Bxxxx Xxx Xxxx (“you”) in favor of The Bank of New York Mellon Corporation (the “Company”), its subsidiaries, affiliates, and all of their officers, directors, employees, shareholders, attorneys and agents and their predecessors, successors and assigns, individually and in their official capacities (together, the “Released Parties”).

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The compensation and benefits payable under this Agreement letter are not intended to be exempt from, or comply with, constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision of this letter to the contrary contrary, in this Agreement, if at the time event that the Company determines that any payments or benefits payable hereunder may be subject to Section 409A of the Employee’s termination of EmploymentCode, the Employee is a “specified employee,” as defined below, Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and all amounts payable under this Agreement on account benefits from Section 409A of the Code in order to preserve the intended tax treatment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationpayments or benefits, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (Bb) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to us in the enclosed, self-addressed stamped envelope. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx X. Xxxxxxx, Ph.D Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer Accepted and Agreed, By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Date: 5/18/09

Section 409A of the Code. Performance Share Awards granted pursuant (a) The Award is intended to qualify for the “short-term deferral” exception under Section 409A of the Code. To the extent that the Award is construed to be nonqualified deferred compensation subject to Section 409A of the Code, the Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement are intended in a manner that minimizes adverse tax consequences to be exempt from, or comply with, the Award Recipient and is consistent with the requirements of Section 409A of the Internal Revenue Code Code. Each payment of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and compensation under this Agreement shall be construed accordinglytreated as a separate payment of compensation. In no event may the Award Recipient, directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if at the time with respect to any portion of the Employee’s termination Award that constitutes nonqualified deferred compensation under Section 409A of Employmentthe Code, to the extent required for compliance with Section 409A of the Code and/or to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Employee is administrative provisions in Section 8 of the Plan shall apply and an Award Recipient shall not be considered to have experienced a “specified employee,” as defined belowSeparation from Service for purposes of the Award, any and all amounts payable no payments or issuances that are to be made upon Separation from Service under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require made, unless and until the Award Recipient experiences a “separation from service” (as defined in Section 1.409A-1(h) of within the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code Code. (b) This Agreement shall be subject to amendment, with or by reason without advance notice to the Award Recipient, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of the Award Recipient, to the extent necessary to effect compliance with Section 4999 409A of the Code. Notwithstanding anything contained in this Agreement or the Plan, the Company shall have no liability whatsoever for or in respect of any decision to take action to attempt to comply with Section 409A of the Code, any omission to take such action or for the failure of any such action taken by the Company to so comply.

Section 409A of the Code. Performance Share Awards granted It is the intention of the Parties that the benefits and rights to which the Executive could be entitled pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreementthereunder, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If the Executive or by reason the Company believes, at any time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A of the Code (with the most limited possible economic effect on the Executive and on the Company). Any reference to the term ceases to provide services, retire, retirement, termination of employment (or any other similar term) under this Agreement shall apply to any “separation from service” within the meaning of Section 4999 409A of the Code and any payment or benefit required to be paid hereunder shall be made only in connection with the Executive’s “separation from service” within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event the Executive is treated as a “specified employee” under Section 409A of the Code and any payment under this Agreement is treated as a nonqualified deferred compensation payment under Section 409A of the Code, then to the extent required by Section 409A, the payment of such amounts shall be delayed for six months and a day following the effective date of the Executive’s termination of employment, at which time a lump sum payment shall be made to the Executive consisting of the sum of the delayed payments (“Six-Month Delay”). This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the Six-Month Delay, such nonqualified deferred compensation may be paid at any time on or after such specified employee’s death. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit hereunder that is subject to Section 409A of the Code, except in compliance with Section 409A of the Code and this Agreement, and no amount that is subject to Section 409A of the Code shall be paid prior to the earliest date on which it may be paid without violating Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this 16.1. This Agreement are is intended to be exempt from, or or, to the extent that such requirements are applicable, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordinglyinterpreted and administered in accordance with that intent. If any provision of this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the deferral election rules under Section 409A and the exclusion from Section 409A for certain short-term deferral amounts. Anything to the contrary herein notwithstanding, in the event that any such benefit or payment is deemed to result in the imposition of taxes and/or penalties under Section 409A, the Company and Executive agree to renegotiate in good faith any such benefit or payment so that either (i) Section 409A will not apply or (ii) such benefit or payment does not result in the imposition of taxes and/or penalties under Section 409A, provided, however, that any resulting renegotiated terms shall provide to Executive, to the extent reasonably practicable, the after-tax economic equivalent based on what otherwise would have been provided to Executive pursuant to the terms of this Agreement. Notwithstanding anything herein to the contrary, Executive acknowledges and agrees that in the event that any tax is imposed under Section 409A in respect of any compensation or benefits payable to Executive, whether under or in connection with this Agreement or otherwise, then (i) the payment of such tax shall be solely Executive’s responsibility, and (ii) neither the Company, its affiliates nor any of their respective past or present directors, officers, employees or agents shall have any liability for any such tax. 16.2. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employmentno compensation or benefits, the Employee is a “specified employee,” as defined below, including without limitation any and all amounts payments or benefits payable under Section 4 of this Agreement on account of such Agreement, shall be paid to Executive during the six (6)-month period following Executive’s “separation from service that constitute deferred compensation and would service” from the Company (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b409A) (a “Separation from Service”) to the extent that the Company determines that paying such amounts at the time or times indicated in this Agreement would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Treasury Regulations, Code. If the payment of any such amounts is delayed as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) result of the Treasury Regulations after giving effect to previous sentence, then on the presumptions contained therein), and first business day following the term “specified employee” means an individual determined by the Atlas to end of such six (6)-month period (or such earlier date upon which such amount can be a specified employee paid under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code without resulting in a prohibited distribution, including as a result of Executive’s death), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such six (6)-month period. 16.3. All reimbursements and in-kind benefits provided under this Agreement shall be made or by reason provided in accordance with the requirements of Section 4999 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last calendar day of the Codecalendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to The Company intends that each Award of Performance-Based Units will be exempt from, from or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time (the “Code”) and guidance issued thereunder and this Award Agreement shall be construed accordinglyinterpreted and administered in accordance with such intent. Notwithstanding anything In particular, and notwithstanding any other provision of this Award Agreement to the contrary in this Agreement, if at contrary: (a) the time phrase “termination of employment or other service” or words of similar import shall mean the Grantee’s “separation from service” with the Company within the meaning of Section 409A of the Employee’s termination of Employment, Code; (b) if the Employee Grantee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account at the time of such his or her “separation from service that constitute deferred compensation and would service” with the Company (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject accordance with Section 409A of the Code), then, to the requirements extent necessary to comply with Section 409A of Section 409A. For purposes the Code, any Performance-Based Units otherwise payable as a result of this Agreement, all references to “termination of employment” and correlative phrases the Grantee’s separation from service shall be construed paid within thirty (30) days after the first business day which is at least six (6) months after the Grantee’s separation from service (or if earlier, within 70 days after the Grantee’s death); and (c) to require the extent required to comply with Section 409A of the Code, any Performance-Based Units otherwise payable as a result of a Change in Control shall not be paid at such time unless the Change in Control qualifies as a “separation from servicechange in control event” (as defined in Section 1.409A-1(h) of within the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code and the Treasury Regulations thereunder and payment at such time is otherwise permitted without the imposition of additional tax under Section 409A of the Code (and if payment of Performance-Based Units that become vested upon a Change in Control is not so permitted, payment of such vested Performance-Based Units will be made on the earlier of the last day of the Performance Period or by reason within 70 days after the Grantee’s separation from service (subject to any six-month delay required for a specified employee as provided herein)). Although the Company will use reasonable efforts to avoid the imposition of taxation, interest and penalties under Section 4999 409A of the Code, the tax treatment of the Performance-Based Units is not warranted or guaranteed. Neither the Company, its Subsidiaries nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by the Grantee (or any other individual claiming a benefit through the Grantee) as a result of this Award Agreement or the Performance-Based Units granted hereunder.

Section 409A of the Code. Performance Share Awards granted pursuant to It is intended that this Agreement are intended to be exempt from, or will comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986(and any regulations and guidelines issued thereunder) to the extent this Agreement is subject thereto, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyinterpreted on a basis consistent with such intent. Notwithstanding anything If an amendment of this Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend this Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 10.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of his “separation from service” (within the Employee’s termination meaning of Employment, the Employee is Treas. Reg. Section 1.409A-1(h)) to be a “specified employee,” as defined below(within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any and all amounts payable under this Agreement on account payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such separation from service that constitute deferred compensation and would payment shall not be made prior to the earlier of (but for this provisioni) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such the six (6) month period or, if earlier, upon measured from the Participant’s date of his “separation from service” and (ii) the date of his death; except (A) to . Any payments due under this Agreement other than the extent Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of amounts that do not any of the Delayed Payments by Company constitute a deferral breach of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. Company’s obligations under this Agreement. For all purposes of under this Agreement, all references reference to Executive’s “termination of employment” (and correlative phrases corollary terms) with Company shall be construed to require a refer to Executive’s “separation from service” (as defined in determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) of the Treasury Regulations after giving effect with Company. In addition, to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee extent that any reimbursement or in-kind benefit under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or under any payment hereunder to satisfy other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the requirements term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code Code, (i) the amount eligible for reimbursement or by reason in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of Section 4999 an expense or in-kind benefit must be made on or before the last day of the Codecalendar year following the calendar year in which the expense was incurred.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The intent of the parties is that payments and benefits under this Agreement are intended to comply with, or be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time and the regulations and guidance promulgated thereunder (the collectively “CodeSection 409A”) and guidance issued thereunder and and, accordingly, to the maximum extent permitted; this Agreement shall be construed accordingly. interpreted to be in compliance therewith. (b) Notwithstanding anything any provision of this Agreement to the contrary contrary, in this Agreement, if at the time of the Employee’s termination of Employment, the Employee event that Executive is a “specified employee,” within the meaning of Section 409A (as defined belowdetermined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), any and all amounts payments or benefits that are considered non-qualified deferred compensation under Section 409A payable under this Agreement on account of such a “separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months service” during the six-month period immediately following the date Date of terminationTermination shall, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first business day after the date that do not constitute a deferral of compensation is six months following Executive's “separation from service” within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation, subject to Section 409A. Notwithstanding anything in this Agreement (including this Section 10) to the contrary, to the extent any payments or benefits under this Agreement would constitute a substitution of payments or benefits under the Prior Agreement, all references then, to “termination of employment” and correlative phrases the extent necessary to comply with Section 409A, such payments or benefits shall be construed made at the same time and in the same form as provided under the Prior Agreement. (c) With regard to require a “separation from service” any provision herein that provides for reimbursement of costs and expenses or in-kind benefits that are deferred compensation subject to Section 409A, (as defined in Section 1.409A-1(hi) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the Treasury Regulations after giving effect to the presumptions contained therein)expenses eligible for reimbursement, and the term “specified employee” means an individual determined by the Atlas or in- kind benefits to be a specified employee under Section 1.409A-1(iprovided, in any other taxable year and (iii) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, such payments shall be liable to made on or before the Employee or to last day of Executive’s taxable year following the estate or beneficiary of taxable year in which the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeexpense occurred.

Section 409A of the Code. Performance Share Awards granted This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption thereunder, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are intended to be exempt fromfrom Section 409A of the Code to the maximum extent possible, under the separation pay exemption, as short-term deferrals, or comply with, the requirements otherwise. For purposes of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time (the “Code”) and guidance issued thereunder and each installment payment provided under this Agreement shall be construed accordinglytreated as a separate payment. In the event the terms of this Agreement would subject the Executive to additional income taxes, interest or penalties under Section 409A of the Code ("409A Penalties"), the Company and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible. To the extent any amounts under this Agreement are payable by reference to the Executive’s "termination," "termination of employment," or similar phrases, such term shall be deemed to refer to the Executive’s "separation from service" (as defined in Section 409A of the Code). Notwithstanding anything to the contrary any other provision in this Agreement, including but not limited to Sections 5, 6 and 7, if at the time of the Employee’s termination of Employment, the Employee Executive is a “"specified employee,” " (as defined belowin Section 409A(a)(2)(b)(i)), then to the extent any and all amounts amount payable under this Agreement on account (i) constitutes the payment of such nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Executive’s separation from service that constitute deferred compensation service, and (iii) under the terms of this Agreement would (but for this provision) be payable within prior to the six-month anniversary of the Executive’s separation from service, such payment shall be delayed and paid to the Executive, on the first day of the first calendar month beginning at least six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon within ninety (90) days following the ParticipantExecutive’s death; except (A) death to the extent Executive’s surviving spouse (or such other beneficiary as the Executive may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to this Agreement shall be conditioned on the submission by the Executive of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Executive within thirty (30) days following receipt of such expense reports, but in its reasonable good faith discretion no event later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or (B) in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other amounts calendar year. The right to any reimbursement or benefits that are in-kind benefit pursuant to this Agreement shall not be subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor liquidation or exchange for any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeother benefit.

Section 409A of the Code. Performance Share Awards granted pursuant to this This Award Agreement are is intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder, and the provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Award Agreement shall be construed interpreted in a manner that satisfies the requirements of Section 409A of the Code, and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term or condition of the RSUs would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything to the contrary else in this Award Agreement, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained thereinCode), and the term amount hereunder is “specified employeedeferred compensation” means an individual determined by subject to Section 409A of the Atlas Code any distribution that otherwise would be made to such Participant with respect to RSUs as a result of such separation from service shall not be a specified employee made until the date that is six months after such separation from service, except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 1.409A-1(i409A of the Code. If the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participants’ right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment. Notwithstanding anything to the contrary in this Agreementforegoing, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf tax treatment of the Companybenefits provided under this Award 1 Section only applicable to off-cycle awards. Agreement is not warranted or guaranteed, any subsidiary, or and in no event shall the Committee, shall Company be liable to the Employee for all or to the estate or beneficiary of the Employee by reason any portion of any acceleration taxes, penalties, interest or other expenses that may be incurred by the Participant on account of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of non-compliance with Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are To the extent applicable, it is intended to that payments and benefits provided hereunder be exempt from, from or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986and the guidance promulgated thereunder (collectively, as amended from time to time (the “CodeSection 409A”) and guidance issued thereunder and ). This Agreement shall be construed accordinglyadministered in a manner consistent with this intent and if Executive or the Company believes, at any time, that any of such payment or benefit is not exempt or does not so comply, Executive or the Company shall promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on Executive and on the Company) or to minimize any additional tax, interest and penalties that may apply under Section 409A if exemption or compliance is not practicable. Notwithstanding In furtherance of the foregoing, the following provisions shall apply notwithstanding anything to the contrary in this Agreement: (i) To the extent applicable, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any each and all amounts payable under every payment to be made pursuant to this Agreement on account shall be treated as a separate payment and not as one of such separation from service a series of payments treated as a single payment for purposes of Treasury Regulation §1.409A-2(b)(2)(iii). (ii) If Executive becomes entitled to receive any payment that constitute constitutes deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “409A upon a termination of employment” , and correlative phrases shall be construed to require such termination of employment does not constitute a “separation from service” (as defined in Section 1.409A-1(h) 409A), payment of such amount shall be deferred, without interest, and paid on the earlier of the Treasury Regulations after giving effect date Executive incurs a separation from service, as so defined (subject to Section 15(h)(iii)) below, or the presumptions contained therein), and the term date of Executive’s death. (iii) If Executive is a “specified employee” means an individual determined (as defined in Section 409A) on the date he incurs a separation from service, any amount that becomes payable by reason of such separation from service that constitutes deferred compensation subject to Section 409A, including any amount deferred pursuant to Section 15(h)(ii), shall be deferred, without interest, and paid on the Atlas to be a specified employee under Section 1.409A-1(i) earlier of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf first business day of the Company, any subsidiaryseventh month following the month that includes Executive’s separation from service, or the Committeedate of Executive’s death. (iv) If the sixty (60) day period described in Section 14 ends in the calendar year following the year that includes the Termination Date, no amount that is subject to Section 409A the payment of which is dependent upon the execution of the Release, shall be liable to paid until the Employee or to the estate or beneficiary first business day of the Employee by reason calendar year following the year that includes the Termination Date, regardless of when the Release is signed. (v) Any reimbursement of any acceleration expense payable to Executive that constitutes taxable income shall be paid not later than the last day of incomethe year following the year in which the expense is incurred, and all reimbursements and in-kind benefits shall be paid in accordance with Treasury Regulation §1.409A-3(i)(1)(iv). (vi) The Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment or benefit provided to Executive hereunder, and Executive shall be responsible for any taxes, additional taxes or penalties imposed on Executive in connection with any such payment or benefit with respect to Section 409A or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder other obligation to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codepay taxes.

Section 409A of the Code. Performance Share Awards granted pursuant to this (a) This Award Agreement are is intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the applicable requirements of Section 409A of the Code or by reason of and shall be limited, construed and interpreted in accordance with such intent. To the extent the Award Agreement is subject to Section 4999 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Award Agreement that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to the Participant, or any other party, if the Option is not so exempt or compliant or for any action taken by the Board or the Company and, in the event that any amount pursuant to the Option becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the Participant and not with the Company. In no event shall the Company, the Board, or any of their respective Affiliates be liable to the Participant or any other Person for any cost, expense, tax, liability or other detriment imposed on the Participant or any other Person under Section 409A of the Code related to the Participant's acceptance of the Option or participation in the transactions contemplated by the Plan. Notwithstanding any contrary provision in this Award Agreement or the Plan, any payment(s) of "nonqualified deferred compensation" (within the meaning of Section 409A of the Code) that are otherwise required to be made under this Award Agreement or the Plan to a "specified employee" (as defined under Section 409A of the Code) as a result of his or her separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the payment date that immediately follows the end of such six month period or as soon as administratively practicable thereafter. (b) Notwithstanding any of the foregoing provisions of this Award Agreement or any of the provisions of the Plan, and in addition to the powers of amendment set forth in Sections 12.1 and 12.2 of the Plan, the provisions hereof may be amended unilaterally by the Company from time to time to the extent necessary (and only to the extent necessary) to prevent the implementation, application or existence (as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions of this Award Agreement or the Plan in the Participant's gross income pursuant to Section 409A of the Code, and the regulations issued thereunder from time to time and/or (ii) inadvertently causing the Option to be treated as providing for the deferral of compensation pursuant to such Code section and regulations.

Section 409A of the Code. Performance Share Awards granted It is intended that the provisions of this Agreement comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. In particular, if necessary to avoid imposition of penalties and additional taxes under Section 409A of the Code (the “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any amounts payable pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything subject to the contrary a six-month delay in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of manner consistent with Section 1.409A-1(b409A(a)(2)(B)(i) of the Treasury RegulationsCode. In the case of a series of payments, as determined by the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. From and after the Effective Date and for the remainder of the Term, (a) the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of shall administer and operate this Agreement, all references to Agreement and any “termination of employment” and correlative phrases shall be construed to require a “separation from servicenonqualified deferred compensation plan” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) (and any other arrangement that could reasonably be expected to constitute such a plan) in which the presumptions contained therein), Executive participates and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Executive’s rights and benefits hereunder and thereunder in compliance with Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time, (b) in the contrary in this Agreement, neither event that the Company, nor Company determines that any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or any payment hereunder to satisfy the requirements of such plan or arrangement does not comply with Section 409A of the Code or by reason any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the Company shall amend or modify such provision to avoid the application of such Section 4999 409A Tax, and (c) in the event that, notwithstanding the foregoing, the Executive is subject to a Section 409A Tax with respect to any such provision, the Company shall indemnify and hold the Executive harmless against all taxes (and any interest or penalties imposed with respect to such taxes) imposed as a result of the CodeCompany’s failure to comply with clause (a) of this Section 7. The provisions of Sections 10(c), (d) and (e) shall apply mutatis mutandis to any claim by the IRS that, if successful, would give rise to indemnification by the Company under this Section 7.

Section 409A of the Code. Performance Share Awards granted (i) It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code. Any payments that qualify for the "short-term deferral" exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of 1986the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as amended from time a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. (ii) With respect to time any payments or benefits of deferred compensation subject to Section 409A of the Code, reference to the Executive's "termination of employment" (and corollary terms) with the “Code”) and guidance issued thereunder and Company shall be construed accordinglyto refer to the Executive's "separation from service" (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company. Notwithstanding anything any provision to the contrary in this Agreement, if the Executive is deemed on the date of his "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)) to be a "specified employee" (within the meaning of Treas. Reg. Section 1.409A-1(i), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall be made on the first to occur of (A) the expiration of the six-month period measured from the date of his "separation from service" and (B) the date of his death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 16(k) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the time prime rate as published in The Wall Street Journal on the first business day of the Employee’s termination of EmploymentDelay Period, the Employee is a “specified employee,” as defined below, and any remaining payments and all amounts payable benefits due under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on or provided in accordance with the next business day following the expiration of such six normal payment dates specified for them herein. (6iii) month period or, if earlier, upon the Participant’s death; except (A) to To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term of amounts that do not constitute the Executive's employment under this Agreement or thereafter provides for a "deferral of compensation compensation" within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by (A) the Company in its reasonable good faith discretion right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other amounts calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that are not may be reimbursed or paid), (C) subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined any shorter time periods provided in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf expense reimbursement policy of the Company, any subsidiaryreimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (D) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement). (iv) Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the Committee, actual date of payment within the specified period shall be liable to within the Employee or to the estate or beneficiary sole discretion of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the CodeCompany.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The compensation and benefits payable under this Agreement letter are not intended to be exempt from, or comply with, constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision of this letter to the contrary contrary, in this Agreement, if at the time event that the Company determines that any payments or benefits payable hereunder may be subject to Section 409A of the Employee’s termination of EmploymentCode, the Employee is a “specified employee,” as defined below, Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and all amounts payable under this Agreement on account benefits from Section 409A of the Code in order to preserve the intended tax treatment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationpayments or benefits, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (Bb) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 8 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to us in the enclosed, self-addressed stamped envelope. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer Accepted and Agreed, October 22, 2008. By: /s/ Xxxxx Xxxx Xxxxx Xxxx

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement The Plan as well as payments and benefits under the Plan are intended to be exempt fromfrom or, or to the extent subject thereto, to comply with, the requirements of Section 409A of the Internal Revenue Code Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of 1986the Code, as amended a Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from time to time (service” from the Company and its Affiliates within the meaning of Section409A of the Code. Any payments described in the Plan that are due within the “Code”) and guidance issued thereunder and short term deferral period” as defined in Section409A of the Code shall not be construed accordinglytreated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreementthe Plan, if at to the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, extent that any and all Awards (or any other amounts payable under this Agreement on account any plan, program or arrangement of such the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that constitute deferred compensation and would (but for this provision) be payable within is six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six separation from service (6) month period oror death, if earlier, upon the Participant’s death; except (A) ). Each amount to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion be paid or (B) other amounts or benefits that are not subject benefit to the requirements of Section 409A. For purposes of be provided under this Agreement, all references to “termination of employment” and correlative phrases Plan shall be construed to require as a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any separate identified payment hereunder to satisfy the requirements for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A of the Code or by reason and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Each Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 4999 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The compensation and benefits payable under this Agreement letter are not intended to be exempt from, or comply with, constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision of this letter to the contrary contrary, in this Agreement, if at the time event that the Company determines that any payments or benefits payable hereunder may be subject to Section 409A of the Employee’s termination of EmploymentCode, the Employee is a “specified employee,” as defined below, Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and all amounts payable under this Agreement on account benefits from Section 409A of the Code in order to preserve the intended tax treatment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationpayments or benefits, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (Bb) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxx Xxxxxxx, Ph.D., Chief Executive Officer of the Company. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer Accepted and Agreed, October 22, 2008. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx 1 – 76 $ 1,000 77 – 91 $ 1,500 92 – Total $ 2,500 Q1 Commission 16 $ 16,000 $ 5,000 N/A $ 21,000 Q2 Commission 26 $ 26,000 $ 5,000 N/A $ 31,000 Q3 Commission 24 $ 24,000 $ 5,000 N/A $ 29,000 Q4 Commission 30 $ 45,000 $ 5,250 N/A $ 50,250 Corporate/Sales N/A N/A N/A $ 18,750 $ 18,750 Corporate/Non-Sales N/A N/A N/A $ 37,500 $ 37,500 Table 1 provides for the sales commissions for each contract that is signed pursuant to the Company’s standard contract with no contingencies, pursuant to the Company’s discretion. For each of the Company’s fiscal quarters in its fiscal year ending June 30, 2007, if the Executive satisfies the Contracts Quota, he will receive (A) an aggregate Sales Commission as set forth in Table 2 and as calculated according to Table 1 and (B) a Quota Bonus as set forth in Table 2. In addition, at the end of the Company’s fiscal year ending June 30, 2007, (C) if the Company achieves its corporate sales targets as determined by the Board, the Executive will receive an additional Corporate Bonus in the amount of $18,750, and (D) if the Company achieves its corporate non-sales targets as determined by the Board, the Executive will receive an additional Corporate Bonus in the amount of $37,500. All such commissions and bonuses are subject to the Executive’s continued employment with the Company in accordance with the Company’s executive bonus plan applicable to the Executive.

Section 409A of the Code. Performance Share Awards granted pursuant to To the extent applicable, this Agreement are Agreement, including Exhibits A and B, is intended to be exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall will be construed interpreted accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable References under this Agreement on account to your Last Day of such separation from service that constitute deferred compensation and would (but for this provision) Employment will be payable within six (6) months following deemed to refer to the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require which you experienced a “separation from service” (as defined in within the meaning of Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code. Notwithstanding anything in this Agreement to the presumptions contained therein)contrary, and if required by Section 409A of the term Code, if you are considered a “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements for purposes of Section 409A of the Code or by reason and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Section 4999 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits will be paid to you in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, to the extent applicable, each payment made under this Agreement will be designated as a “separate payment” within the meaning of Section 409A of the Code. If the above accurately states our agreement, including the separation, waiver and release, kindly sign below and return this original Agreement to me by no later than November 3, 2020. I will sign it and return a copy to you. Please sign and return Exhibit A on, but not before, your Last Day of Employment with the Company. Sincerely, COLGATE-PALMOLIVE COMPANY By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Chief Human Resources Officer Date: October 28, 2020 UNDERSTOOD, AGREED TO AND ACCEPTED WITH THE INTENTION TO BE LEGALLY BOUND: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Date: October 26, 2020 Enclosures In exchange for the payments, benefits and other consideration provided by Colgate-Palmolive Company (“Colgate” or the “Company”) as set forth in the letter of agreement and general release dated October 13, 2020 (the “October 13, 2020 Agreement”), which I acknowledge and agree are just and sufficient consideration for the waivers, releases and commitments set forth herein, I, Xxxxxxx Xxxxxxxx, hereby IRREVOCABLY AND UNCONDITIONALLY agree to WAIVE, RELEASE AND FOREVER DISCHARGE the Company and the Company Releasees (as defined in Paragraph 3(a) of the October 13, 2020 Agreement) from any and all claims legally capable of being waived, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to U.S., Swiss and/or Danish federal, state or local statute, regulation, ordinance or common law, which I now have, ever have had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to me, from the beginning of time until the date I execute this Exhibit A, arising out of or relating in any way to my employment relationship with the Company or the Company Releasees or other associations with the Company or the Company Releasees or any termination thereof. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any U.S., Swiss and/or Danish federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, the Age Discrimination in Employment Act (29 U.S.C. Section 621, et seq.) (“ADEA”), the Older Workers’ Benefits Protection Act, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, and the Family and Medical Leave Act of 1993, including all amendments thereto, provided that nothing herein constitutes a release or waiver of any claim or right that may arise after the execution of this Exhibit A. I also agree to waive any right to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Company Releasees to the fullest extent permitted by law. I agree that I may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a class action, collective action, or representative action. I further agree that if I am included within a class action, collective action, or representative action, I will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be. I am not waiving any right to challenge the validity of this Paragraph on any grounds that may exist in law and equity. However, the Company and the Company Releasees reserve the right to attempt to enforce this Agreement, including this Paragraph, in any appropriate forum. I understand and acknowledge that I have received all amounts due from the Company relating to my employment with the Company, including but not limited to, all wages earned, sick pay, personal leave pay, vacation pay, and/or overtime pay, and that no other amounts are due to me other than as set forth in the October 13, 2020 Agreement and all exhibits thereto. Notwithstanding the generality of the foregoing, I understand that nothing herein constitutes a release or waiver by me of, or prevents me from making or asserting: (i) any claim or right I may have under COBRA; (ii) any claim or right I may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during my employment that is payable under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this Agreement; (vi) any claim or right I may have under the October 13, 2020 Agreement or this Exhibit A; or (vii) any claim that is not otherwise waivable under applicable law. In addition, I understand that nothing herein shall prevent me from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state agency or my ability to participate in any investigation or proceeding conducted by such agency; provided, however, that I am waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, complaint, investigation or proceeding. To the extent I receive any personal or monetary relief in connection with any such charge, complaint, investigation or proceeding, the Company will be entitled to an offset for the payments made pursuant to Paragraph 2 of the October 13, 2020 Agreement. I further understand that nothing herein shall prohibit me from lawfully (A) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (B) responding to any inquiry or legal process directed to me individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities; (C) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (D) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, I understand that I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to my attorney in relation to a lawsuit for retaliation against me for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does the October 13, 2020 Agreement or this Exhibit A require me to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that I have engaged in any such conduct. By signing this Exhibit A, I understand and acknowledge that I was advised of and afforded the opportunity to take advantage of each of the protections set forth in Paragraph 14 of the October 13, 2020 Agreement, including, but not limited to: (i) consultation with an attorney before signing this Exhibit A; (ii) twenty-one (21) days in which to consider Exhibit A; and (iii) seven (7) days following the execution of Exhibit A to revoke my acceptance of Exhibit A, provided that the revocation is received by hand delivery, facsimile or electronic mail, by the Company within that seven (7) day period. I further acknowledge that I freely, voluntarily and knowingly entered into this Exhibit A after due consideration. This Exhibit A shall become effective upon the expiration of the seven (7) day revocation period described above. I understand and acknowledge that no payments will be made and no benefits will be provided to me until I have executed the October 13, 2020 Agreement and this Exhibit A and both seven (7) day revocation periods have expired without revocation by me. This Exhibit A incorporates by reference, as if set forth fully herein, all terms and conditions of the October 13, 2020 Agreement between the Company and me, including the recitation of consideration provided by the Company. By signing this Exhibit A, I waive, release and forever discharge any and all claims that may have arisen through the date of my execution of this Exhibit A. It is not my intention to otherwise change, alter or amend any of the terms and conditions of the October 13, 2020 Agreement, for which I received adequate consideration, and which Agreement remains in full force and effect. I acknowledge and agree that I continue to be bound by the terms and conditions of the October 13, 2020 Agreement. I UNDERSTAND AND ACKNOWLEDGE THAT I SHALL EXECUTE THIS EXHIBIT A ON, BUT NOT BEFORE, MY LAST DAY OF EMPLOYMENT WITH THE COMPANY. UNDERSTOOD, AGREED TO AND ACCEPTED WITH THE INTENTION TO BE LEGALLY BOUND: Xxxxxxx Xxxxxxxx Date: NAME: Xxxxxxx Xxxxxxxx

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxx Xxxxxxxx, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxxx X. Xxxxxxx, Xx. Name: Xxxxx X. Xxxxxxx, Xx. Title: Chairperson of the Board By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel By: /s/ Xxxx X. Xxxxxxx 9/29/11 Xxxx Xxxxxxx Accuray Incorporated - Stock File: Optstmt Personnel Grant Status ID: 00-0000000 Date: 9/23/2011 0000 Xxxxxxxxxx Xxxxxxx Time: 3:20:49PM Xxxxxxxxx, XX 00000 00003036 8/31/2010 0000 XXX 38,300.00 $ 0.00000 0.00 0.00 0.00 38,300.00 0.00 00000446 3/28/2002 1998 ISO 437,499.00 $ 0.75000 437,499.00 437,499.00 0.00 0.00 0.00 0.00 00000447 3/28/2002 1998 NQ 162,501.00 $ 0.75000 162,501.00 162,501.00 0.00 0.00 0.00 0.00 00000540 7/9/2003 1998 ISO 15,833.00 $ 0.75000 15,833.00 15,833.00 0.00 0.00 0.00 0.00 00000603 8/27/2003 1998 NQ 560,000.00 $ 0.75000 117,499.00 560,000.00 0.00 0.00 442,501.00 442,501.00 00000632 3/16/2004 1998 ISO 22,500.00 $ 1.40000 22,500.00 22,500.00 0.00 0.00 0.00 0.00 00000702 8/10/2004 1998 ISO 91,399.00 $ 2.50000 39,500.00 91,399.00 0.00 0.00 51,899.00 51,899.00 00000703 8/10/2004 1998 NQ 208,601.00 $ 2.50000 0.00 208,601.00 0.00 0.00 208,601.00 208,601.00 00000783 5/12/2005 1998 ISO 2,500.00 $ 3.50000 0.00 2,500.00 0.00 0.00 2,500.00 2,500.00 00000788 11/7/2005 1998 ISO 20,833.00 $ 4.38000 0.00 20,833.00 0.00 0.00 20,833.00 20,833.00 00000789 11/7/2005 1998 NQ 137,167.00 $ 4.38000 0.00 137,167.00 0.00 0.00 137,167.00 137,167.00 00000919 4/5/2006 1998 ISO 2,500.00 $ 6.73000 0.00 2,500.00 0.00 0.00 2,500.00 2,500.00 00000996 8/23/2006 1998 ISO 8,755.00 $ 9.50000 0.00 8,755.00 0.00 0.00 8,755.00 8,755.00 00001559 8/31/2007 2007 NQ 40,000.00 $ 28.47000 0.00 40,000.00 0.00 0.00 40,000.00 40,000.00 00001560 8/31/2007 2007 NQ 135,000.00 $ 13.83000 0.00 135,000.00 0.00 0.00 135,000.00 135,000.00 00002062 2/29/2008 2007 NQ 40,000.00 $ 10.36000 0.00 36,667.00 0.00 3,333.00 40,000.00 36,667.00 00002178 8/29/2008 2007 NQ 140,000.00 $ 8.25000 0.00 110,833.00 0.00 29,167.00 140,000.00 110,833.00 00002546 2/27/2009 2007 NQ 40,000.00 $ 4.67000 0.00 26,667.00 0.00 13,333.00 40,000.00 26,667.00 00002629 8/31/2009 2007 NQ 160,000.00 $ 6.41000 0.00 76,667.00 0.00 83,333.00 160,000.00 76,667.00 00002945 1/29/2010 2007 NQ 40,000.00 $ 5.94000 0.00 16,667.00 0.00 23,333.00 40,000.00 16,667.00 00003035 8/31/2010 2007 NQ 75,000.00 $ 6.58000 0.00 17,188.00 0.00 57,812.00 75,000.00 17,188.00 00003404 1/31/2011 2007 NQ 40,000.00 $ 8.56000 0.00 6,667.00 0.00 33,333.00 40,000.00 6,667.00 C0000540 7/9/2003 1998 NQ 24,167.00 $ 0.75000 0.00 24,167.00 0.00 0.00 24,167.00 24,167.00 C0000632 3/16/2004 1998 NQ 17,500.00 $ 1.40000 0.00 17,500.00 0.00 0.00 17,500.00 17,500.00 C0000783 5/12/2005 1998 NQ 37,500.00 $ 3.50000 0.00 37,500.00 0.00 0.00 37,500.00 37,500.00 Personnel Grant Status ID: 00-0000000 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000 C0000919 4/5/2006 1998 NQ 37,500.00 $ 6.73000 0.00 37,500.00 0.00 0.00 37,500.00 37,500.00 C0000996 8/23/2006 1998 NQ 291,245.00 $ 9.50000 0.00 291,245.00 0.00 0.00 291,245.00 291,245.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxx Xxxxxxxx, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx 2-2-11 Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Personnel Grant Status Accuray Incorporated File: Optstmt ID: 00-0000000 Date: 12/14/2010 0000 Xxxxxxxxxx Xxxxxxx Time: 4:39:47PM Sunnyvale, CA 94089 AS OF 12/14/2010 Xxxxx Xxxxxxxx AWARDS 00003037 8/31/2010 2007 RSU 13,300.00 $ 0.00000 0.00 0.00 0.00 13,300.00 0.00 STOCK OPTIONS 00002537 2/27/2009 2007 NQ 275,000.00 $ 4.67000 0.00 131,771.00 0.00 143,229.00 275,000.00 131,771,00 00002624 8/31/2009 2007 NQ 65,000.00 $ 6.41000 0.00 18,571.00 0.00 46,429.00 65,000.00 18,571.00 00003038 8/31/2010 2007 NQ 40,000.00 $ 6.58000 0 00 1,667.00 0.00 38,333.00 40,000.00 1,667.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) Notwithstanding anything contained in this Agreement are intended to be exempt fromthe contrary, or comply with, if the requirements of Section 409A Company determines that as of the Internal Revenue Code date of 1986, as amended from time to time (payment the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee Participant is a “specified employee,” (as such term is defined belowunder Section 409A of the Code) and the Restricted Stock Units could be considered “deferred compensation” subject to Section 409A of the Code, any and all amounts Shares (or shares of the common stock of the successor company in the event of a Change in Control) payable under this Agreement on account by reason of such the Participant’s separation from service (as such term is defined under Section 409A of the Code) with the Company and its Subsidiaries for any reason other than death or “disability” (as such term is defined under Section 409A of the Code) will not be paid until after the date that constitute deferred compensation and would (but for this provision) be payable within is six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of separation from service (or such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of earlier time permitted under Section 1.409A-1(b) 409A of the Treasury Regulations, as determined by Code without the Company in its reasonable good faith discretion imposition of any accelerated or (B) other amounts or benefits that are not subject to the requirements of additional taxes under Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained thereinCode), . (b) This Agreement and the term “specified employee” means an individual determined by Restricted Stock Units granted hereunder are intended to comply or be exempt from the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements application of Section 409A of the Code or by reason of and shall be administered in a manner consistent, and any ambiguities herein shall be construed and interpreted in accordance, with such intent. Payment under this Agreement shall be made in a manner that will comply with Section 4999 409A of the Code, including regulations or other guidance issued with respect thereto, as determined by the Committee. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend the or modify this Agreement as may be necessary to ensure that all vesting or payments provided under this Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representations that this Agreement and the Restricted Stock Units granted hereunder are exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to this Agreement and the Restricted Stock Units granted hereunder. (c) Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units, the payment of such accelerated Restricted Stock Units shall be made in accordance with the time period prescribed under Section 7 of this Agreement; provided, however, if the Restricted Stock Units are “deferred compensation” within the meaning of Section 409A of the Code, the payment of such accelerated portion of Restricted Stock Units nevertheless shall be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in the Notice of Grant, including any necessary application of Section 18(a) (whether or not the Participant remains employed by the Company as of such date(s)), unless an earlier payment date, in the judgment of the Committee, would not cause the Participant to incur an additional tax under Section 409A of the Code, in which case, payment of such accelerated Restricted Stock Units shall be made no later than the date that is the fifteenth (15th) day of the third (3rd) month (and in all cases within thirty (30) days) following the earliest permissible payment date that would not cause the Participant to incur an additional tax under Section 409A of the Code, subject to Section 18(a) with respect to specified employees. Notwithstanding the foregoing, any delay in payment pursuant to this Section 18(b) will cease upon the Participant’s death and such payment will be made as soon as practicable after the date of the Participant’s death (and in all cases within thirty (30) days following such death).

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or any payment hereunder to satisfy the contrary, this Agreement is intended to meet the requirements of Section 409A of the Code to the extent applicable, the parties intend to administer this Agreement in a manner that is consistent with those requirements or by reason an exception thereto, and this Agreement shall be construed and interpreted in accordance with such intent. If and to the extent applicable, severance benefits shall be paid first under the “short-term deferral exception” and then under the “separation pay exception” of Section 4999 409A of the Code, and any payments that are considered deferred compensation under Section 409A of the Code and that are paid to a “specified employee” (as defined in Section 409A of the Code) upon separation from service shall be subject to a six (6) month delay, if required by Section 409A of the Code. If required by Section 409A of the Code, any amounts otherwise payable during the six (6) month period that commences on and follows the Employee’s termination date shall be paid in one lump sum amount on the first payroll date following the six (6) month period following the Employee date of termination (or within thirty (30) days of the Employee’s death, if earlier). For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under Section 409A of the Code). Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event shall the Employee, directly or indirectly, designate the calendar year of a payment. All reimbursements under this Agreement shall be provided in a manner that complies with Section 409A of the Code, if applicable. If required by regulations or other guidance issued under Section 409A of the Code or a court of competent jurisdiction, the provisions regarding payments hereunder shall be amended to provide for such payments to be made at the time allowed under such regulations, guidance or authority that most closely achieves the intent of this Agreement. 4. A new Section 8.M is hereby added to the Employment Agreement to read as follows:

Section 409A of the Code. Performance Share Awards granted (a) The amounts payable pursuant to this Agreement are intended to be exempt fromfrom Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code. The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. (b) If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with, with the requirements of Section 409A of the Internal Revenue Code to avoid the imposition of 1986, as amended from time any excise tax or other penalty with respect to time such payment or benefit under Section 409A of the Code. (the “Code”c) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision to the contrary in this Agreement, if at Executive is deemed on the time of the Employee’s termination of Employment, the Employee is Termination Date to be a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company in its reasonable good faith discretion or (B) other amounts or then any payments and benefits under this Agreement that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or and paid by reason of Section 4999 a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the Codesix-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”). Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay. Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such reimbursable expense was incurred. The amount of such reimbursements that the Bank is (initials) ________ - 11 - 12.15.21 Final 1-27-21 revison to Xxxxxxx Employment Agreement. .docx obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The compensation and benefits payable under this Agreement letter are not intended to be exempt from, or comply with, constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision of this letter to the contrary contrary, in this Agreement, if at the time event that the Company determines that any payments or benefits payable hereunder may be subject to Section 409A of the Employee’s termination of EmploymentCode, the Employee is a “specified employee,” as defined below, Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and all amounts payable under this Agreement on account benefits from Section 409A of the Code in order to preserve the intended tax treatment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationpayments or benefits, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (Bb) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 8 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to us in the enclosed, self-addressed stamped envelope. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel 10-1-10 Accepted and Agreed, October 1, 2010. By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx

Section 409A of the Code. Performance Share It is the general intention, but not the obligation, of the Committee to design Awards granted pursuant to this Agreement are intended comply with or to be exempt from, or comply with, from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of and the regulations promulgated thereunder (the “Nonqualified Deferred Compensation Rules”), and Awards shall be operated and construed accordingly. This Section 4999 11 does not contain a representation to the Participant regarding the tax consequences of the Codegrant, vesting, exercise, settlement, or sale of the Award (or the Stock underlying such Award) granted under this Restricted Stock Unit Agreement (Time-Based) [___________] [__], 20[__] Agreement, and should not be interpreted as such. In no event shall the Company or any of its affiliates or their respective employees or directors be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant (or anyone claiming a benefit through the Participant) on account of non-compliance with the Nonqualified Deferred Compensation Rules. Notwithstanding any provision in the Plan or this Agreement to the contrary, in the event that the Participant are a “specified employee” (as defined under the Nonqualified Deferred Compensation Rules) and the Participant become entitled to a payment under an Award that would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s receipt of such payment or benefits is not delayed until the earlier of (a) the date of the Participant’s death, or (b) the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date shall be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated by reference and shall control over any provision in the Plan or this Agreement that are in conflict therewith. Each payment made under this Award, if any, shall be treated as a separate payment under the Nonqualified Deferred Compensation Rules.

Section 409A of the Code. Performance Share Awards granted pursuant Notwithstanding anything to the contrary contained in this Agreement, the payments and benefits provided under this Agreement are intended to comply with or be exempt from, or comply with, the requirements of from Section 409A of the Internal Revenue Code Code, and the provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be interpreted or construed accordinglywith that intent. Notwithstanding anything The Company may modify the payments and benefits under this Agreement at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided, however, that this Section 13 shall not create any obligation on the part of the Company to make such modifications or take any other action. For the avoidance of doubt, lump sum payment (or any portion thereof) shall only be made pursuant to Section 2.1 of this Agreement to the extent such payment is permitted or exempt under Section 409A of the Code. 1.1 It is intended that the terms “termination” and “termination of employment” as used herein shall constitute a “separation from service” within the meaning of Section 409A. 1.2 Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to Employee shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. 1.3 The actual date of payment pursuant to this Agreement shall be within the sole discretion of the Company. In no event may Employee be permitted to control the year in which payment occurs. 1.4 Anything in this AgreementAgreement to the contrary notwithstanding, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement (within the meaning of Treasury Regulation Section 1.409A-1(i)) on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationEmployee’s termination of employment, shall then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that Employee is entitled to receive upon Employee’s termination of employment and which otherwise would be payable during the six-month period immediately following Employee’s termination of employment will instead be paid or made available on the next business first day of the seventh month following the expiration Employee’s termination of such six employment (6) month period or, if earlier, upon the Participantdate of Employee’s death; except (A) ). 1.5 If the period during which Employee has to execute or revoke the Release straddles two calendar years, the payments under Section 2 shall be paid or commence being paid, as applicable, as soon as practicable in the second of the two calendar years, regardless of within which calendar year Employee actually delivered the executed Release to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury RegulationsCompany, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements Release first becoming effective. 1.6 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A. For purposes 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of this Agreementexpenses eligible for reimbursement, all references or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to “termination of employment” be provided, in any other taxable year; and correlative phrases (iii) such payments shall be construed to require a “separation from service” (as defined made on or before the last day of Employee’s taxable year following the taxable year in Section 1.409A-1(h) of which the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiaryexpense occurred, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.such earlier date as required hereunder. [signature page follows]

Section 409A of the Code. Performance Share Awards granted (a) The amounts payable pursuant to this Agreement are intended to be exempt fromfrom Section 409A of the Code and related U.S. treasury regulations or official pronouncements and will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable under this Agreement is determined to be subject to Section 409A of the Code, this Agreement will be construed in a manner that will comply with Section 409A of the Code. The terms “termination of employment” and “separate from service” as used throughout this Agreement refer to a “separation from service” within the meaning of Section 409A of the Code. Any payments under this Agreement that may be excluded from Section 409A of the Code either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A of the Code to the maximum extent possible. For purposes of Section 409A of the Code, each installment payment provided under this Agreement shall be treated as a separate payment. (b) If any benefits payable or otherwise provided under this Agreement would be deemed to constitute non-qualified deferred compensation subject to Section 409A of the Code, Parent or the Bank, as applicable, will have the discretion to adjust the terms of such payment or benefit (but not the amount or value thereof) as reasonably necessary to comply with, with the requirements of Section 409A of the Internal Revenue Code to avoid the imposition of 1986, as amended from time any excise tax or other penalty with respect to time such payment or benefit under Section 409A of the Code. (the “Code”c) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision to the contrary in this Agreement, if at Executive is deemed on the time of the Employee’s termination of Employment, the Employee is Termination Date to be a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company in its reasonable good faith discretion or (B) other amounts or then any payments and benefits under this Agreement that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or and paid by reason of Section 4999 a termination of employment will be made or provided on the later of (i) the payment date set forth in this Agreement or (ii) the date that is the earliest of (A) the expiration of the Codesix-month period measured from the Termination Date, or (B) the date of Executive’s death (the “Delay Period”). Payments and benefits subject to the Delay Period will be paid or provided to Executive without interest for such delay. Any expense reimbursement payable to Executive under the terms of this Agreement will be paid on or before March 15 of the calendar year following the calendar year in which such (initials) ________ - 11 - 00032306.DOCX reimbursable expense was incurred. The amount of such reimbursements that the Bank is obligated to pay in any given calendar year will not affect the amount the Bank is obligated to pay in any other calendar year. In addition, Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement The Plan as well as payments and benefits under the Plan are intended to be exempt fromfrom or, or to the extent subject thereto, to comply with, the requirements of Section 409A of the Internal Revenue Code Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of 1986the Code, as amended a Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation from time to time (service” from the Company and its Affiliates within the meaning of Section409A of the Code. Any payments described in the Plan that are due within the “Code”) and guidance issued thereunder and short term deferral period” as defined in Section409A of the Code shall not be construed accordinglytreated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this Agreementthe Plan, if at to the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, extent that any and all Awards (or any other amounts payable under this Agreement on account any plan, program or arrangement of such the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that constitute deferred compensation and would (but for this provision) be payable within is six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six separation from service (6) month period oror death, if earlier, upon the Participant’s death; except (A) ). Each amount to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion be paid or (B) other amounts or benefits that are not subject benefit to the requirements of Section 409A. For purposes of be provided under this Agreement, all references to “termination of employment” and correlative phrases Plan shall be construed to require as a “separation from service” (as defined in Section 1.409A-1(h) separate identified payment for purposes of Section409A of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) Code. The Company makes no representation that any or all of the Treasury Regulations. Notwithstanding anything to the contrary payments or benefits described in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, Plan will be exempt from or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of comply with Section 409A of the Code or by reason and makes no undertaking to preclude Section409A of Section 4999 the Code from applying to any such payment. Each Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, 1986 as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) of the Treasury Regulations), as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i) of the Treasury Regulations). Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant (a) To the extent that the Award is construed to be nonqualified deferred compensation subject to Section 409A of the Code, the Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement are intended in a manner that minimizes adverse tax consequences to be exempt from, or comply with, the Award Recipient and is consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (Code. Any payments that qualify for the “Code”) and guidance issued thereunder and short-term deferral” exception or another exception under Section 409A of the Code shall be construed accordinglypaid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation. In no event may the Award Recipient, directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if at the time with respect to any portion of the Employee’s termination Award that constitutes nonqualified deferred compensation under Section 409A of Employmentthe Code, to the Employee is extent required for compliance with Section 409A of the Code and/or to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Award Recipient shall not be considered to have experienced a “specified employee,” as defined belowSeparation from Service for purposes of the Award, any and all amounts payable no payments or issuances that are to be made upon Separation from Service under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require made, unless and until the Award Recipient experiences a “separation from service” (as defined in Section 1.409A-1(h) of within the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code Code. (b) This Agreement shall be subject to amendment, with or by reason without advance notice to the Award Recipient, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of the Award Recipient, to the extent necessary to effect compliance with Section 4999 409A of the Code. Notwithstanding anything contained in this Agreement or the Plan, the Company shall have no liability whatsoever for or in respect of any decision to take action to attempt to comply with Section 409A of the Code, any omission to take such action or for the failure of any such action taken by the Company to so comply.

Section 409A of the Code. Performance Share (i) Notwithstanding any provision of this Plan to the contrary, all Awards granted pursuant to made under this Agreement Plan are intended to be exempt fromfrom or, in the alternative, comply with Section 409A of the Code and the authoritative guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate payment for purposes of Section 409A of the Code. (ii) If a Participant is a “specified employee” (as such term is defined for purposes of Section 409A of the Code) at the time of his termination of service, no amount that is nonqualified deferred compensation subject to Section 409A of the Code and that becomes payable by reason of such termination of service shall be paid to the Participant (or comply within the event of the Participant’s death, the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death. For purposes of Section 409A of the Code, a termination of service shall be deemed to occur only if it is a “separation from service” within the meaning of Section 409A of the Code, and references in the Plan and any Award Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Section 409A of the Code, unless the applicable Award Agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within the meaning of Section 409A of the Code. If any Award is or becomes subject to Section 409A of the Code and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, to mean a “change in control event” as such term is defined for purposes of Section 409A of the Code. (iii) Any adjustments made pursuant to Section 12 to Awards that are subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended from time and any adjustments made pursuant to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything Section 12 to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits Awards that are not subject to Section 409A of the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases Code shall be construed made in such a manner as to require a “separation from service” ensure that after such adjustment, the Awards either (as defined in x) continue not to be subject to Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(iCode or (y) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to To the extent applicable, it is intended that this Agreement are intended to be exempt from, or Award comply with, with the requirements provisions of Section 409A of the Internal Revenue Code of 1986Code. Notwithstanding anything herein to the contrary, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyinterpreted, operated and administered in a manner consistent with such intention; provided, however, that in no event shall the Company or its agents, parents, subsidiaries, affiliates or successors be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code or for any damages incurred by the Participant as a result of this Award (or the payments hereunder) failing to comply with, or be exempt from, Section 409A of the Code. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Award providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Award, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this AgreementAward, if at the time Participant is deemed on the date of the Employee’s termination of Employment, the Employee is to be a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of that term under Section 1.409A-1(b409A(a)(2)(B) of the Treasury RegulationsCode, as determined by then with regard to any payment that is considered deferred compensation under Section 409A of the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements Code payable on account of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service,” such payment shall not be made or provided until the date that is the earlier of (as defined in Section 1.409A-1(hi) the expiration of the Treasury Regulations after giving effect six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant's death, to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee extent required under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 Code. Upon the expiration of the Codeforegoing delay period, all payments delayed pursuant to this Section 19 shall be paid to the Participant in a lump sum.

Section 409A of the Code. It is intended that the Performance Share Awards granted pursuant to this Agreement are intended to Units be exempt from, from or comply with, the requirements of compliant with Section 409A of the Internal Revenue Code (together with any Department of 1986Treasury regulation and other interpretive guidance issued thereunder, as amended from time to time (including without limitation any such regulation or other guidance that may be issued after the date hereof, “CodeSection 409A”) and guidance issued thereunder and this Agreement shall be construed accordinglyinterpreted, construed, and operated to reflect such intent. Notwithstanding anything to However, notwithstanding any other provision of the contrary in Plan, the Grant Notice, or this Agreement, if at any time the time of Committee determines that the Employee’s termination of EmploymentPerformance Share Units (or any portion thereof) may be subject to Section 409A, the Employee Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other Person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other action, as the Committee determines is necessary or appropriate either for the Performance Share Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. Notwithstanding any other provision herein to the contrary, if the Participant is a “specified employee,” as defined belowdetermined by the Company in accordance with its established policy, any and all amounts payable under this Agreement on account settlement of such separation from service Performance Share Units hereunder that constitute would be a payment of deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A with respect to the Participant as a result of the Treasury RegulationsParticipant’s “separation from service” as defined under Section 409A (other than as a result of death) and that would otherwise be paid within six months of the Participant’s separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Participant’s separation from service, as determined by the Company in its reasonable good faith discretion or (Bii) other amounts or benefits the date that are not subject to otherwise complies with the requirements of Section 409A. For The payment of amounts and delivery of shares hereunder is hereby designated as a “separate payment” for purposes of this Agreement, all references to “termination of employment” Section 409A. The Participant understand and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of agrees that the Treasury Regulations after giving effect to participant is solely responsible for the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason payment of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder taxes and penalties due pursuant to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.409A.

Section 409A of the Code. Performance Share Awards granted pursuant a. To the extent (i) any payments to which Employee becomes entitled under this Agreement are intended to be exempt fromAgreement, or comply withany agreement or plan referenced herein, in connection with Employee’s termination of employment with the requirements of Company constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended from time to time Code; (the “Code”ii) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if Employee is deemed at the time of the Employee’s termination of Employment, the Employee is his separation from service to be a “specified employee,” as defined below, any under Section 409A of the Code; and all amounts payable under this Agreement on account (iii) at the time of such Employee’s separation from service that constitute deferred compensation and would the Company is publicly traded (but for this provision) as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be payable paid within six (6) months of Employee’s separation from service) shall not be made until the earlier of (x) the first day of the seventh month following Employee’s separation from service or (y) the date of termination, shall instead be paid on the next business day Employee’s death following such separation from service. Upon the expiration of such six the applicable deferral period, any payments which would have otherwise been made during that period (6whether in a single sum or in installments) month period or, if earlier, upon in the Participantabsence of this Section 12 shall be paid to Employee or Employee’s death; except (A) to the extent of amounts that do not constitute beneficiary in one lump sum. Each payment made under this Agreement shall be designated as a deferral of compensation “separate payment” within the meaning of Section 1.409A-1(b) 409A of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits Code. b. It is intended that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement comply with or any payment hereunder to satisfy be exempt from the requirements provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder so as to not subject Employee to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. Notwithstanding the above, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed upon Employee by reason Section 409A of the Code or damages for failing to comply with Section 4999 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to this (a) This Agreement are is intended to be exempt from, or comply with, with the requirements provisions of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of 1986this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, as amended from time to time including without limitation by delaying the issuance of the Shares contemplated hereunder. (the “Code”b) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any other provision of this Agreement to the contrary in this Agreementcontrary, if at the time of the Employee’s termination of Employment, the Employee a Participant is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company no payments in its reasonable good faith discretion or (B) other amounts or benefits respect of any RSU that are not is “deferred compensation” subject to Section 409A of the requirements of Code and not exempt for Section 409A. For purposes of this Agreement, all references to “termination of employment” 409A as a short-term deferral or otherwise and correlative phrases shall which would otherwise be construed to require a payable upon the Participant’s “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) shall be made to such Participant prior to the presumptions contained therein)date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the term “specified employee” means Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an individual determined by additional tax, penalty or interest under Section 409A of the Atlas Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any separate payment hereunder to satisfy the requirements for purposes of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant (i) Notwithstanding any provision of the Plan to this Agreement are the contrary, it is intended to be exempt from, or that the provisions of the Plan comply with, the requirements of with Section 409A of the Internal Revenue Code Code, and all provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and Plan shall be construed accordingly. Notwithstanding anything to and interpreted in a manner consistent with the contrary in this Agreement, if at the time requirements for avoiding taxes or penalties under Section 409A of the Employee’s termination Code. Each Participant is solely responsible and liable for the satisfaction of Employment, the Employee is a “specified employee,” as defined below, any all taxes and all amounts payable under this Agreement penalties that may be imposed on account or in respect of such separation Participant in connection with the Plan (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration any or all of such six (6) month period or, if earlier, upon the Participant’s death; except (A) taxes or penalties. With respect to the extent of amounts any Award that do not constitute a deferral of compensation within the meaning of is considered “deferred compensation” subject to Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by references in the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references Plan to “termination of employment” (and correlative phrases substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be construed made in respect of any Award granted under the Plan is designated as a separate payment. (ii) Notwithstanding anything in the Plan to require the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) shall be made to such Participant prior to the presumptions contained therein)date that is six months after the date of such Participant’s “separation from service” or, and if earlier, the term “specified employee” means an individual determined date of the Participant’s death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. (iii) Unless otherwise provided by the Atlas Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to be a specified employee under Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code) is accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the contrary Change in this AgreementControl satisfies the definition of a change in the ownership or effective control of a corporation, neither or a change in the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf ownership of a substantial portion of the Company, any subsidiary, or the Committee, shall be liable assets of a corporation pursuant to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 4999 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to To the extent that any payments or benefits under this Agreement are intended deemed to be exempt fromsubject to Section 409A of the Code, or this Agreement will be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder in order to (a) preserve the intended tax treatment of the benefits provided with respect to such payments and (b) comply with, with the requirements of Section 409A of the Internal Revenue Code Code. A termination of 1986, as amended employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from time to time (service” within the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything meaning of Section 409A. Any provision of this Agreement to the contrary in this Agreementnotwithstanding, if at the time of the Employee’s termination of Employmentyour separation from service, the Employee Company is publicly traded and determines that you are a “specified employee,” as defined belowwithin the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any and all amounts payable payment or benefit that you becomes entitled to under this Agreement on account of such separation from service that constitute would be considered nonqualified deferred compensation and would under Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (but for this provisioni) be payable within six (6) months following and one day after such separation from service, and (ii) the date of terminationyour death (the “Delay Period”). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall instead be paid or provided to you in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. However, for avoidance of doubt, the Company acknowledges that the Transaction Bonus shall not be treated as being subject to Section 409A and therefore shall not be subject to the Delay Period. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the next business last day of the your taxable year following the expiration of such six (6) month period or, if earlier, upon taxable year in which the Participant’s death; except (A) to the extent of amounts that do not constitute expense was incurred. Nothing in this Agreement shall be construed as a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined guarantee by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are of any particular tax effect. The Company shall not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of you for any acceleration of incometax, penalty, or interest imposed on any additional tax, asserted by reason of the failure of this Agreement amount paid or any payment payable hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 409A, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. Sincerely, Xxxxxx Biomet Holdings, Inc., a Delaware corporation By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Secretary Accepted and Agreed, this 6th day of the Code.June, 2016. /s/ Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The parties hereto agree that this Agreement are intended shall be interpreted to comply with or be exempt fromfrom Section 409A, or comply with, the requirements and all provisions of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordingly. Notwithstanding anything in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to the contrary in this Agreement, if at the time of the Employee’s comply with Section 409A. (b) A termination of Employment, the Employee is a “specified employee,” as defined below, employment shall not be deemed to have occurred for purposes of any and all amounts payable under provision of this Agreement on account providing for the payment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other any amounts or benefits that are not subject to the requirements of considered “nonqualified deferred compensation” under Section 409A. For purposes of this Agreement, all references to “409A upon or following a termination of employment” and correlative phrases shall be construed to require employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (c) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as defined permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 1.409A-1(h105(b) of the Treasury Regulations after giving effect Code solely because such expenses are subject to a limit related to the presumptions contained thereinperiod the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. (d) For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments, Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), and the term “actual date of payment within the specified employee” means an individual determined by period shall be within the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf sole discretion of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to It is intended that this Agreement are intended to be exempt from, or will comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986(and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, as amended from time to time (and the “Code”) and guidance issued thereunder and Agreement shall be construed accordinglyinterpreted on a basis consistent with such intent. Notwithstanding anything If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure by Company in good faith to act, pursuant to this Section 9.14, shall subject Company to any claim, liability, or expense, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code. In addition, notwithstanding any provision to the contrary in this Agreement, if at Executive is deemed on the time date of his “separation from service” (within the Employee’s termination meaning of Employment, the Employee is Treas. Reg. Section 1.409A-1(h)) to be a “specified employee,” as defined below(within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any and all amounts payable under this Agreement on account payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (the “Delayed Payments”), such separation from service that constitute deferred compensation and would payment shall not be made prior to the earlier of (but for this provisioni) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such the six (6) month period or, if earlier, upon measured from the Participant’s date of his “separation from service” and (ii) the date of his death; except (A) to . Any payments due under this Agreement other than the extent Delayed Payments shall be paid in accordance with the normal payment dates specified herein. In no case will the delay of amounts that do not any of the Delayed Payments by Company constitute a deferral breach of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. Company’s obligations under this Agreement. For all purposes of under this Agreement, all references reference to Executive’s “termination of employment” (and correlative phrases corollary terms) with Company shall be construed to require a refer to Executive’s “separation from service” (as defined in determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by Company) of the Treasury Regulations after giving effect with Company. In addition, to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee extent that any reimbursement or in-kind benefit under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or under any payment hereunder to satisfy other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the requirements term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code Code, (i) the amount eligible for reimbursement or by reason in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of Section 4999 an expense or in-kind benefit must be made on or before the last day of the Codecalendar year following the calendar year in which the expense was incurred.

Section 409A of the Code. Performance Share Awards granted It is the intention of the Parties that the benefits and rights to which the Executive could be entitled pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and the Treasury Regulations and other guidance promulgated or issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreementthereunder, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code are applicable thereto, and this Agreement shall be construed in a manner consistent with that intention. If the Executive or by reason the Company believes, at any time, that any such benefit or right that is subject to Section 409A of the Code does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A of the Code (with the most limited possible economic effect on the Executive and on the Company). Any reference to the term retire, retirement, termination of employment (or any other similar term) under this Agreement shall apply to any “separation from service” within the meaning of Section 4999 409A of the Code and any payment or benefit required to be paid hereunder shall be made only in connection with the Executive’s “separation from service” within the meaning of Section 409A of the Code. Notwithstanding any other provision of this Agreement, in the event the Executive is treated as a “specified employee” under Section 409A of the Code and any payment under this Agreement is treated as a nonqualified deferred compensation payment under Section 409A of the Code, then to the extent required by Section 409A, the payment of such amounts shall be delayed for six months and a day following the effective date of the Executive’s termination of employment, at which time a lump sum payment shall be made to the Executive consisting of the sum of the delayed payments (“Six Month Delay”). This provision shall not apply in the event of a specified employee’s termination of employment on account of death and, in the event of a specified employee’s death during the aforementioned six-month and a day period, such nonqualified deferred compensation may be paid at any time on or after such specified employee’s death. In the event that there is a Six Month Delay, the parties may agree to freeze the value of the GEO Shares in the Investment Account and credit the Investment Account interest during the Six Month Delay using the applicable federal rate. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or benefit hereunder that is subject to Section 409A of the Code, except in compliance with Section 409A of the Code and this Agreement, and no amount that is subject to Section 409A of the Code shall be paid prior to the earliest date on which it may be paid without violating Section 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant (a) The Parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A of the Code and related Department of Treasury guidance, the Company and the Executive shall cooperate in good faith to (a) adopt such amendments to this Agreement are intended and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as mutually determined to be necessary or appropriate to exempt from, the amounts payable hereunder from Section 409A of the Code or to comply with, with the requirements of Section 409A of the Internal Revenue Code and thereby avoid the application of 1986penalty taxes thereunder. In addition, as amended from time if the Executive is determined to time (be a “specified employee” within the “meaning of Section 409A of the Code and if one or more of the payments or benefits to be received by the Executive pursuant to this Agreement would be considered deferred compensation subject to Section 409A of the Code”) , the Company and guidance issued thereunder and the Executive shall cooperate in good faith to amend this Agreement to provide that no such payment shall be construed accordingly. made or benefit provided until six (6) months following the Executive’s termination of employment other than due to death or Permanent Disability. (c) For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” (d) Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable payment or benefit under this Agreement on account of such separation or otherwise that is exempt from service that constitute deferred compensation Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and would (but for this provisionin-kind benefits) be payable within six (6) months following the date of termination, shall instead be paid on or provided to the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) Executive only to the extent of amounts that do the expenses are not constitute a deferral of compensation within incurred, or the meaning of Section 1.409A-1(b) benefits are not provided, beyond the last day of the Treasury Regulations, as determined by second calendar year following the Company calendar year in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to which the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a Executive’s “separation from service” (as defined in Section 1.409A-1(h) occurs; and provided further that such expenses are reimbursed no later than the last day of the Treasury Regulations after giving effect third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the presumptions contained thereinprior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) last day of the Treasury Regulations. Notwithstanding anything calendar year following the calendar year in which the Executive incurred such indemnification payment or expenses, and in no event shall any right to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, indemnification payment or reimbursement or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason provision of any acceleration of income, in-kind benefit be subject to liquidation or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeexchange for another benefit.

Section 409A of the Code. Performance Share Awards granted pursuant to Notwithstanding any other provisions of this Agreement are intended or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Participant to be exempt from, or comply withsubject to taxation under Section 409A of the Code, the requirements Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant’s termination of employment with the Company the Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended from time and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to time prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything without any reduction in such payments or benefits ultimately paid or provided to the contrary in this Agreement, if at Participant) until the time of date that is six months following the EmployeeParticipant’s termination of Employmentemployment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (including any taxes and penalties under Section 409A), and neither the Employee is a 096412-0004-16811-Active.23350480.7 Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all of such taxes or penalties. If the RSUs are considered “specified employee,deferred compensation” as defined belowsubject to Section 409A, any and all amounts payable under references in this Agreement on account and the Plan to “termination of such Employment” and “separation from service that constitute deferred compensation service” (and would (but for this provisionsubstantially similar phrases) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation mean “separation from service” within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this AgreementSection 409A, all references to “termination of employment” and correlative phrases shall each payment that may be construed to require a “separation from service” (as defined made in Section 1.409A-1(h) respect of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be RSUs is designated as a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeseparate payment.

Section 409A of the Code. Performance Share Awards granted It is the intention of the parties that the Plan, this Award Agreement, and the awards and distributions made pursuant to the Award Agreement will not be subject to Section 409A of the Code. Distribution payments under this Agreement plan are intended to be exempt fromcomply with the short-term deferral exception to Section 409A of the Code provided for in Treasury Regulation Section 1.409A-1(b)(4). To the extent, or comply withif any, that Section 409A of the Code is applicable to the Award Agreement, the requirements Award Agreement will be administered by the Company in a manner consistent with this intent to comply with Section 409A of the Code. Awards are structured as to meet U.S. Department of Treasury guidance provided in the Preamble to the Rule, which provides that no violation of 409A will occur, and a payment that otherwise would have been a short-term deferral under Internal Revenue Code Section 409A regulations will not be treated as a payment of deferred compensation if the payment is made promptly following the first date upon which the payment could be made without violating the terms of the TARP recipient’s agreement with the U.S. Department of Treasury. If any payments or benefits hereunder may be deemed to constitute nonconforming deferred compensation subject to taxation under the provisions of Section 409A of the Internal Revenue Code Code, Participant agrees that the Company may, without the consent of 1986Participant, as amended from time modify the Award Agreement and the awards made pursuant to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Award Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts and in the manner the Company deems necessary or advisable or take such other action or actions, including an amendment or action with retroactive effect, that do not constitute a deferral of compensation the Company deems appropriate in order either to preclude any such payments or benefits from being deemed “deferred compensation” within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason to provide such payments or benefits in a manner that complies with the provisions of Section 4999 409A of the CodeCode such that the Participant will not be subject to interest and excise taxes thereunder.

Section 409A of the Code. Performance Share Awards granted It is intended that the provisions of this Agreement comply with Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with Section 409A of the Code. In particular, if necessary to avoid imposition of penalties and additional taxes under Section 409A of the Code (the “Section 409A Tax”), notwithstanding the timing of payment provided in any other Section of this Agreement, the timing of any amounts payable pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything subject to the contrary a six-month delay in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of manner consistent with Section 1.409A-1(b409A(a)(2)(B)(i) of the Treasury RegulationsCode. In the case of a series of payments, as determined by the first payment shall include the amounts the Executive would have been entitled to receive during the six-month waiting period. From and after the Effective Date and for the remainder of the Term, (a) the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of shall administer and operate this Agreement, all references to Agreement and any “termination of employment” and correlative phrases shall be construed to require a “separation from servicenonqualified deferred compensation plan” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code) (and any other arrangement that could reasonably be expected to constitute such a plan) in which the presumptions contained therein), Executive participates and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Executive’s rights and benefits hereunder and thereunder in compliance with Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code and any rules, regulations or other guidance promulgated thereunder as in effect from time to time, (b) in the contrary in this Agreement, neither event that the Company, nor Company determines that any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or any payment hereunder to satisfy the requirements of such plan or arrangement does not comply with Section 409A of the Code or by reason any such rules, regulations or guidance and that the Executive may become subject to a Section 409A Tax, the Company shall amend or modify such provision to avoid the application of such Section 4999 409A Tax, and (c) in the event that, notwithstanding the foregoing, the Executive is subject to a Section 409A Tax with respect to any such provision, the Company shall indemnify and hold the Executive harmeless against all taxes (and any interest or penalties imposed with respect to such taxes) imposed as a result of the CodeCompany’s failure to comply with the preceding clause (a) of this Section 7. The provisions of Sections 10(c), (d) and (e) shall apply mutatis mutandis to any claim by the IRS that, if successful, would give rise to indemnification by the Company under this Section 7.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The compensation and benefits payable under this Agreement letter are not intended to be exempt from, or comply with, constitute “nonqualified deferred compensation” within the requirements meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything any provision of this letter to the contrary contrary, in this Agreement, if at the time event that the Company determines that any payments or benefits payable hereunder may be subject to Section 409A of the Employee’s termination of EmploymentCode, the Employee is a “specified employee,” as defined below, Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the Company determines are necessary or appropriate to (a) exempt such payments and all amounts payable under this Agreement on account benefits from Section 409A of the Code in order to preserve the intended tax treatment of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationpayments or benefits, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (Bb) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to us in the enclosed, self-addressed stamped envelope. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer Accepted and Agreed, By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Date: December 1, 2008

Section 409A of the Code. Performance Share Awards granted It is the intention of both the Company and Employee that the benefits and rights to which Employee could be entitled pursuant to this Agreement are intended to be exempt from, or comply with, Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (collectively, “Section 409A of the Code”), to the extent that the requirements of Section 409A of the Internal Revenue Code of 1986are applicable thereto, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyin a manner consistent with that intention. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A of the Code or damages for failing to comply with Section 409A of the Code. In the event that Employee receives any payments under this Agreement in the form of a series of installment payments, such payments shall be treated as a right to a series of separate payments. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is deemed on the date of termination to be a “specified employee,” as defined belowwithin the meaning under Section 409A(a)(2)(B), then with regard to any and all amounts payment or the provision of any benefit that is considered deferred compensation under Section 409A of the Code payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service,” such payment or benefit will not be made or provided until the date that is the earlier of (as defined in Section 1.409A-1(hA) the expiration of the Treasury Regulations after giving effect six-month period measured from the date of such “separation from service” of Employee, and (B) the date of the Employee’s death, to the presumptions contained therein)extent required under Section 409A of the Code. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 18 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the term “normal payment dates specified employee” means an individual determined by for them herein. Neither the Atlas Company nor Employee, individually or in combination, may accelerate any payment or benefit that is subject to be a specified employee under Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything to Code, except in compliance with Section 409A of the contrary in Code and this Agreement, neither and no amount that is subject to Section 409A of the CompanyCode shall be paid prior to the earliest date on which it may be paid without violating Section 409A of the Code. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, nor any subsidiary, nor the Committee, nor any person acting on behalf actual date of payment within the specified period is within the sole discretion of the Company, . Notwithstanding any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provision of this Agreement or to the contrary, in no event will any payment hereunder to satisfy the requirements under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code or be subject to offset by reason of any other amount unless otherwise permitted by Section 4999 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant Notwithstanding any other provision of this Plan to the contrary, you and the Company agree that this Agreement are intended Plan shall be interpreted to comply with or be exempt from, or comply with, the requirements of from Section 409A of the Internal Revenue Code (“Section 409A”), and all provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and this Plan shall be construed accordingly. Notwithstanding anything in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. With respect to the contrary in this Agreement, if at the time of the Employee’s termination payment of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits Plan that are not “deferred compensation” subject to the requirements of Section 409A. For purposes of 409A, references in this Agreement, all references Plan to “termination of employment” (and correlative phrases substantially similar phrases) shall be construed to require a mean “separation from service” (as defined within the meaning of Section 409A. Notwithstanding anything in Section 1.409A-1(h) of the Treasury Regulations after giving effect this Plan to the presumptions contained therein)contrary, and the term if you are considered a “specified employee” means an individual determined by the Atlas under Section 409A and if payment of any amounts under this Plan are required to be delayed for a period of six months after separation from service in order to avoid taxation under Section 409A, payment of such amounts shall be delayed as required by Section 409A, and the accumulated amounts shall be paid in a lump sum payment within five business days after the end of the six-month period. If you die during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A shall be paid to your personal representative within 60 days after the date of your death. Whenever a payment under this Plan may be paid within a specified employee under Section 1.409A-1(i) period, the actual date of payment within the Treasury Regulationsspecified period shall be within the Company’s sole discretion. Notwithstanding anything in this Plan or elsewhere to the contrary contrary, the Company does not guarantee any particular tax effect with respect to any payments hereunder, you shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on you or for your account in connection with this AgreementPlan (including any taxes, penalties and interest under Section 409A), and neither the Company, Company nor any subsidiary, nor the Committee, nor of its affiliates shall have any person acting on behalf of the Company, any subsidiary, obligation to indemnify or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, otherwise hold you (or any additional taxbeneficiary or personal representative) harmless from any or all of such taxes, asserted by reason of the failure of this Agreement penalties or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Codeinterest.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxx Xxxxxxxx, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx 2-2-11 Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Personnel Grant Status Accuray Incorporated File: Optstmt ID: 00-0000000 Date: 12/14/2010 0000 Xxxxxxxxxx Xxxxxxx Time: 4:40:42PM Sunnyvale, CA 94089 AS OF 12/14/2010 Xxxxx Xxxxxx AWARDS 00001566 8/31/2007 2007 RSU 10,000.00 $ 0.00000 7,500.00 7,500.00 0.00 2,500.00 0.00 00003040 8/31/2010 2007 RSU 13,300.00 $ 0.00000 0.00 0.00 0.00 13,300.00 0.00 STOCK OPTIONS 00000496 12/2/2002 1998 ISO 360,000.00 $ 0.75000 152,000.00 360,000.00 0.00 0.00 208,000.00 208,000.00 00000600 8/27/2003 1998 ISO 120,000.00 $ 0.75000 100,000.00 120,000.00 0.00 0.00 20,000.00 20,000.00 00000706 8/10/2004 1998 ISO 68,750.00 $ 2.50000 0.00 68,750.00 0.00 0.00 68,750.00 68,750.00 00000707 8/10/2004 1998 NQ 51,250.00 $ 2.50000 26,000.00 51,250.00 0.00 0.00 25,250.00 25,250.00 00000792 11/7/2005 1998 ISO 22,448.00 $ 4.38000 0.00 22,448.00 0.00 0.00 22,448.00 22,448.00 00000793 11/7/2005 1998 NQ 37,552.00 $ 4.38000 0.00 37,552.00 0.00 0.00 37,552.00 37,552.00 00000998 8/23/2006 1998 ISO 17,018.00 $ 9.50000 0.00 17,018.00 0.00 0.00 17,018.00 17,018.00 00001561 8/31/2007 2007 NQ 60,000.00 $ 13.83000 0.00 51,250.00 0.00 8,750.00 60,000.00 51,250.00 00002179 8/29/2008 2007 NQ 85,000.00 $ 8.25000 0.00 51,354.00 0.00 33,646.00 85,000.00 51,354.00 00002623 8/31/2009 2007 NQ 90,000.00 $ 6.41000 0.00 25,714.00 0.00 64,286.00 90,000.00 25,714.00 00003039 8/31/2010 2007 NQ 40,000.00 $ 6.58000 0.00 1,667.00 0.00 38,333.00 40,000.00 1,667.00 C0000998 8/23/2006 1998 NQ 82,982.00 $ 9.50000 0.00 82,982.00 0.00 0.00 82,982.00 82,982.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. Performance Share Awards granted pursuant to Notwithstanding any other provision of this Agreement, in the event that the provisions of this Agreement are intended subject to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time amended, and the Treasury Regulations promulgated thereunder (“Section 409A”), the “Code”) and guidance issued thereunder provisions of this Agreement shall comply with, and shall be construed accordinglyinterpreted in a manner consistent with, Section 409A. If any payment cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of the Participant’s Business Relationship under this Agreement may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. Notwithstanding anything any provision to the contrary herein or in this Agreementthe Plan, if at on the time date of termination of the EmployeeParticipant’s termination of Employment, Business Relationship the Employee Participant is a “specified employee,” (within the meaning of Section 409A) as defined belowdetermined by the Company, any and then all amounts payments payable to the Participant under this Agreement on account of such separation from service that constitute are deferred compensation and would (but subject to the requirements of Section 409A shall be postponed for this provision) be payable within a period of six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” with the Company (as defined or any successor thereto) (the “Postponed Amounts”). The Postponed Amounts shall be paid to the Participant in Section 1.409A-1(ha lump sum within thirty (30) days after the date that is six (6) months following the Participant’s “separation from service” with the Company (or any successor thereto). If the Participant dies during the postponement period, the postponed amounts shall be paid to the personal representative of the Treasury Regulations Participant’s estate within sixty (60) days after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the CodeParticipant’s death.

Section 409A of the Code. Performance Share Awards granted pursuant to this This Agreement and all payments made hereunder are intended to be exempt from or compliant with Section 409A of the Code and be “Permissible under Section 409A” as defined in the Plan. Specifically, payments of this RSU Award are intended to meet the short-term deferral exception described in 26 C.F.R. 1.409A-1(b)(4) or to comply with Section 409A of the Code by reason of being paid upon your separation from service pursuant to 26 C.F.R. Section 1.409A-3(a)(1) or pursuant to change in control event pursuant to 26 C.F.R. Section 1.409A-3(a)(5), and the provisions of this Agreement will be administered, interpreted and construed accordingly. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any payment hereunder and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code and do not satisfy an exemption from, or comply with, the requirements of Section 409A of the Internal Revenue Code Code. By accepting this Award, you acknowledge and agree that (a) you are not relying upon any written or oral statement or oral statement or representation of 1986the Company, as amended from time to time its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “CodeCompany Parties”) regarding the tax effects associated with execution of this Agreement and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything the payment made pursuant to the contrary Plan, and (b) in deciding to enter into this Agreement, if at you are relying on your own judgment and the time judgment of the Employee’s termination professionals of Employmentyour choice with whom you have consulted. By accepting this Award, you thereby release, acquit and forever discharge the Employee is a “specified employee,” as defined belowCompany Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any and all amounts payable under this Agreement nature whatsoever, known or unknown, on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of terminationof, shall instead be paid on the next business day following the expiration of such six (6) month period orarising out of, if earlier, upon the Participant’s death; except (A) or in any way related to the extent of amounts that do not constitute a deferral of compensation within tax effects associated with the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. Award and this Agreement. For all purposes of this Agreement, all references to “termination of employment” and correlative phrases you shall be construed considered to require have ceased to be a member of the Board when you incur a “separation from service” (as defined in with the Company within the meaning of Section 1.409A-1(h409A(a)(2)(A)(i) of the Treasury Regulations after giving effect to the presumptions contained thereinCode and 26 C.F.R. Section 1.409A-1(h), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted The intent of the Company is that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (except to the extent exempt as short-term deferrals or otherwise) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. It is intended that each installment, if any, of the payments and benefits, if any, provided to you pursuant to the terms and conditions of this Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. The Company shall not have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409 of the Code. All reimbursements and in-kind benefits provided to you under this Agreement are intended to be exempt from, made or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary provided in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy accordance with the requirements of Section 409A of the Code to the extent that such reimbursements or by reason of in-kind benefits are subject to Section 4999 409A of the Code. All expenses or other reimbursements paid pursuant hereto that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pay such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Section 409A of the Code. Performance It is intended that the Restricted Share Awards granted Units and any Dividend Equivalents provided pursuant to this Agreement are intended to shall be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time (the “Code”) and guidance issued thereunder and this Agreement shall be construed accordinglyinterpreted, administered and governed in accordance with such intent. Notwithstanding anything To the extent necessary to give effect to such intent, the contrary in Grantee’s termination of employment shall mean, for purposes of this Agreement, if at the time Grantee’s “separation from service” within the meaning of Section 409A of the Employee’s termination Code. In particular, it is intended that the Restricted Share Units and any Dividend Equivalents shall be exempt from Section 409A of Employmentthe Code, to the Employee is a maximum extent possible, pursuant to the “specified employee,short-term deferral” as defined belowexception thereto. However, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not the Restricted Share Units or any Dividend Equivalents constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason (for example, because the Grantee’s governing employment agreement defines “Good Reason” in a manner such that the Grantee’s termination of employment for Good Reason would not be treated as an involuntary separation from service for purposes of Section 4999 409A of the Code), then the following rules shall apply, notwithstanding any other provision of this Agreement to the contrary: (a) The Company will deliver the Shares underlying any Restricted Share Units that become vested in accordance with Section 2(b) or 2(c) of this Award Agreement and pay any Dividend Equivalents with respect to those vested Restricted Share Units within thirty (30) days after the first to occur of (i) the applicable Vesting Date for the Restricted Share Units; (ii) the occurrence of a Change of Control that is also a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or (iii) the Grantee’s “separation from service” within the meaning of Section 409A of the Code; and (b) If the Restricted Share Units (and any related Dividend Equivalents) become payable as a result of the Grantee’s separation from service (other than as a result of the Grantee’s death) and the Grantee is a “specified employee” at that time within the meaning of Section 409A of the Code (as determined pursuant to the Company’s policy for identifying specified employees), the Company will deliver the Shares underlying the vested Restricted Share Units and pay any related Dividend Equivalents to the Grantee on the first business day that is at least six months after the date of the Grantee’s separation from service (or upon the Grantee’s death if the Grantee dies before the end of that six-month period).

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are (i) It is intended to be exempt from, or that the Plan comply with, the requirements of with Section 409A of the Internal Revenue Code Code, and all provisions of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and Plan shall be construed accordingly. Notwithstanding anything to and interpreted in a manner consistent with the contrary in this Agreement, if at the time requirements for avoiding taxes or penalties under Section 409A of the Employee’s termination Code. Each Participant is solely responsible and liable for the satisfaction of Employment, the Employee is a “specified employee,” as defined below, any all taxes and all amounts payable under this Agreement penalties that may be imposed on account or in respect of such separation Participant in connection with the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of the Code, and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant or any beneficiary harmless from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration any or all of such six (6) month period or, if earlier, upon the Participant’s death; except (A) taxes or penalties. With respect to the extent of amounts any Award that do not constitute a deferral of compensation within the meaning of is considered “deferred compensation” subject to Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by references in the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references Plan to “termination of employment” (and correlative phrases substantially similar phrases) shall be construed to require a mean “separation from service” (as defined in within the meaning of Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment. (ii) Notwithstanding anything in the Plan to the presumptions contained therein)contrary, and if the term Participant is a “specified employee” means an individual determined by within the Atlas to be a specified employee under meaning of Section 1.409A-1(i409A(a)(2)(B)(i) of the Treasury Regulations. Notwithstanding anything Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code shall be made to such Participant prior to the contrary in this Agreement, neither date that is six months after the Company, nor any subsidiary, nor date of such Participant’s “separation from service” within the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code or, if earlier, the Participant’s date of death. All such delayed payments or by reason of deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 4999 409A of the CodeCode that is also a business day. (iii) In the event that the timing of payments in respect of any Award that would otherwise be considered “deferred compensation” subject to Section 409A of the Code would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

Section 409A of the Code. A. The Performance Share Awards granted pursuant to this Agreement Units are intended to comply with or be exempt from, or comply with, from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) . The Plan and guidance issued thereunder and this Award Agreement shall be construed accordinglyadministered and interpreted in a manner consistent with this intent. If the Company determines that this Award Agreement is subject to Section 409A of the Code and that it does not comply with or is inconsistent with the applicable requirements, the Company may, in its sole discretion, and without your consent, amend this Award Agreement to cause it to comply with Section 409A of the Code or be exempt from Section 409A of the Code. B. Notwithstanding anything any provision of this Award Agreement to the contrary contrary, in this Agreement, if the event that any settlement or payment of the Performance Units occurs as a result of your termination of employment and the Company determines that you are a “specified employee” (within the meaning of Section 409A of the Code) subject to Section 409A of the Code at the time of the Employee’s your termination of Employmentemployment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Section 409A of the Employee Code, then no such settlement or payment shall be paid to you until the date that is a “specified employee,” as defined belowthe earlier to occur of: (i) your death, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would or (but for this provisionii) be payable within six (6) months and one (1) day following your termination of employment. Any portion of the date Performance Units where settlement is delayed as a result of terminationthe foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a Share, shall instead be paid based on the next business day following value of a Share at the expiration time the Performance Units otherwise would have been settled or paid without application of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to delay described in the extent of amounts that foregoing sentence. If the Performance Units do not constitute a deferral of compensation within the meaning of otherwise qualify for an applicable exemption from Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to terms “Retirement,” “terminate,” “termination,” “termination of employment,” and correlative phrases shall be construed variations thereof as used in this Award Agreement are intended to require mean a “separation from service” (as such term is defined in under Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained therein), Code. C. Although this Award Agreement and the term “specified employee” means an individual determined by the Atlas payments provided hereunder are intended to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee exempt from or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy otherwise comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that this Award Agreement or the payments provided hereunder will comply with Section 409A of the Code or by reason any other provisions of federal, state, local, or non-U.S. law. Neither the Company, its Affiliates and Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Award Agreement, and the Company, its Affiliates and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 4999 409A of the Code.

Section 409A of the Code. Performance Share Awards granted pursuant to The Company may deduct or withhold from any compensation or benefits any applicable federal, state or local tax or employment withholdings or deductions resulting from any payments or benefits provided under this Agreement are intended Agreement. The Company makes no representations regarding the tax implications of the compensation and benefits to be exempt frompaid under this Agreement, or comply withincluding, the requirements of without limitation, under Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended from time to time (the “"Code”") and applicable administrative guidance and regulations. It is intended that this Agreement will comply with Section 409A and all regulations and guidance issued thereunder to the extent the Agreement is subject thereto, and the Agreement shall be construed accordinglyinterpreted on a basis consistent with such intent. Notwithstanding anything in this Agreement to the contrary, in the event Executive is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are "deferred compensation" subject to Section 409A shall be made prior to the date that is six months after the date of Executive's "separation from service" (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, Executive's death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of this Agreement, with respect to payments of any amounts that are considered to be "deferred compensation" subject to Section 409A, references to "termination of employment" (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the definition of "separation from service" for purposes of Section 409A. For purposes of Section 409A, Executive's right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Notwithstanding anything to the contrary in this the PSU Award Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure provisions of this Agreement or (which shall control over any payment hereunder conflicting provisions in the PSU Award Agreement) are intended to satisfy cause the requirements of Initial PSUs to qualify as a "short-term deferral" pursuant to Treasury Regulation Section 1.409A-1 such that the Initial PSUs shall not be subject to Section 409A of and this Agreement and the Code or by reason of Section 4999 of the CodePSU Award Agreement shall be interpreted in accordance with such intent.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to the Company. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx Vice President Associate General Counsel Accuray Incorporated 2-2-11 By: /s/ Xxxxxx X. Xxxxxxxx 2-2-11 Xxxxxx X. Xxxxxxxx EXHIBIT A — Equity Grant Summary Grant EXHIBIT B — General Release Template

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to If your termination of employment occurs during 2007, there will be exempt fromno payment under Section 3(a)(iii)(A), (B) or comply with, the requirements (C) or clause (2) or (3) of Section 409A of 3(b) until January 1, 2008 unless the Internal Revenue Code of 1986, as amended from time to time (LTIP and the “Code”) and guidance issued thereunder and shall be construed accordinglyaccompanying award agreement would have provided for any earlier payment on such termination. Notwithstanding anything to the contrary in this AgreementIn addition, if at the time of the Employee’s termination of Employment, the Employee is you are a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code at the time of your termination of employment, any payments to you pursuant to Section 3(a)(i), Section 3(a)(iii) (other than with respect to stock options, restricted shares or by reason of performance shares that are not subject to Section 4999 409A of the Code), Section 3(a)(v), or clause (2) with respect to Performance Units, clause (3) with respect to restricted share units or clause (5) of Section 3(b), and any benefits to you pursuant to Section 3(a)(vi) to the extent required by Treas. Reg. §409A-1(a)(5), will be delayed until the day after the six-month anniversary of your Termination Date, or if earlier, the date of your death (at which time you will be provided with all payments that would have been made to you through such time but for this sentence and provided reimbursement for all benefits that would have been provided to you through such time but for this sentence). Without limiting the foregoing, this Agreement will be interpreted in a manner to avoid adverse consequences to you under Section 409A of the Code. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, after giving effect to the first two sentences of this Section 4(j), you and BNY-Mellon will agree on a modification to the Agreement in the least restrictive manner necessary in order to, where applicable (1) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A, or (2) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications such that you will receive all payments and benefits hereunder in the shortest amount of time from the date otherwise due, while no portion of any payments to you hereunder will be subject to the excise taxes of Section 409A of the Code, in each case, without any diminution in the value of the payments to you. If this Agreement is acceptable to you, please sign both copies of this letter indicating your agreement to its terms, keep one signed copy of the letter for yourself and return the other signed copy to me. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature. We thank you for the valuable services you have performed for the Company, and we look forward to your continued contribution to the success of the Company through its transition into BNY-Mellon. Sincerely, The Bank of New York Company, Inc. /s/ Jxxx X. Xxxxxx Name: Jxxx X. Xxxxxx Title: Vice Chairman and General Counsel Accepted and Agreed: /s/ Bxxxx X. Xxxxx Bxxxx X. Xxxxx Date: June 25, 2007 GENERAL RELEASE (this “Release”), by Bxxxx X. Xxxxx (“you”) in favor of The Bank of New York Mellon Corporation (the “Company”), its subsidiaries, affiliates, and all of their officers, directors, employees, shareholders, attorneys and agents and their predecessors, successors and assigns, individually and in their official capacities (together, the “Released Parties”).

Section 409A of the Code. Performance Share Awards granted pursuant to It is the intention of the parties that this Agreement are intended to be exempt from, or letter comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) amended, and applicable guidance issued thereunder (“Section 409A”), and this letter will be interpreted in a manner intended to comply with Section 409A. All payments under this letter are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). The Company shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you in connection with this letter (including any taxes and penalties under Section 409A), and shall be construed accordinglyindemnify and hold you (or any beneficiary) harmless from any or all of such taxes or penalties. Notwithstanding anything in this letter to the contrary contrary, in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is event that you are deemed to be a “specified employee,” as defined belowwithin the meaning of Section 409A(a)(2)(B)(i) and you are not “disabled” within the meaning of Section 409A(a)(2)(C), any and all amounts payable under this Agreement on account of such separation from service no payments hereunder that constitute are “deferred compensation and would (but for this provision) compensation” subject to Section 409A shall be payable within made to you prior to the date that is six (6) months following after the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a your “separation from service” (as defined in Section 1.409A-1(h) of the 409A and any Treasury Regulations after giving effect promulgated thereunder) or, if earlier, your date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of this letter, with respect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas payments of any amounts that are considered to be a specified employee under “deferred compensation” subject to Section 1.409A-1(i409A, references to “termination of employment” (and substantially similar phrases) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.409A.

Section 409A of the Code. Performance Share Awards granted pursuant to this Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, 1986 as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) of the Treasury Regulations), as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Treasury regulation Section 1.409A-1(i) of the Treasury Regulations). Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.

Section 409A of the Code. Performance Share Awards granted This Agreement is intended to comply with the applicable requirements of Section 409A of the Code and the regulations promulgated thereunder, and shall be administered in accordance with Section 409A of the Code and the regulations promulgated thereunder to the extent Section 409A of the Code and the regulations promulgated thereunder apply to the Agreement. Notwithstanding anything in the Agreement to the contrary, distributions pursuant to the Agreement that are subject to Section 409A of the Code may only be made in a manner, and upon an event, permitted by Section 409A of the Code and the applicable regulations promulgated thereunder. If a payment subject to Section 409A of the Code is not made by the designated payment date under the Agreement, the payment shall be made by December 31 of the calendar year in which the designated payment date occurs. To the extent that any provision of the Agreement subject to Section 409A of the Code would cause a conflict with the applicable requirements of Section 409A of the Code, or would cause the administration of the Agreement to fail to satisfy the applicable requirements of Section 409A of the Code, such provision shall be deemed null and void. Notwithstanding any provision of this Agreement, to the extent that (i) one or more of the payments or benefits subject to Section 409A of the Code received or to be received by Employee pursuant to this Agreement are intended would constitute deferred compensation subject to be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986Code, as amended from time to time and (the “Code”ii) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company in its reasonable good faith discretion then such payment or benefit or (Bportion thereof) other amounts or benefits that are not subject to will be delayed and paid in a lump sum until the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a earliest date following Employee’s “separation from service” (as defined in Section 1.409A-1(h) of with Employer and its related entities, if any, within the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy the requirements meaning of Section 409A of the Code on which Employer can provide such payment or by reason benefit to Employee without Employee’s incurrence of any additional tax or interest pursuant to Section 4999 409A of the Code, with all payments or benefits due thereafter occurring in accordance with the original schedule. If Employee dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code shall be paid to Employee’s beneficiary, or if none, to the personal representative of Employee’s estate within 30 days after the date of Employee’s death.

Section 409A of the Code. Performance Share Awards granted pursuant to It is the intention of the parties that this Agreement are intended to be exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) amended, and applicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Employee shall be construed accordinglysolely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Employee in connection with this Agreement (including any taxes and penalties under Section 409A). Notwithstanding anything in this Agreement to the contrary contrary, in this Agreement, if at the time of the Employee’s termination of Employment, the Employee event that Executive is deemed to be a “specified employee,” as defined belowwithin the meaning of Section 409A(a)(2)(B)(i) and is not “disabled” within the meaning of Section 409A(a)(2)(C), any and all amounts payable under this Agreement on account of such separation from service no payments hereunder that constitute are “deferred compensation and would (but for this provision) compensation” subject to Section 409A shall be payable within made to Executive prior to the date that is six (6) months following after the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the ParticipantExecutive’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the 409A and any Treasury Regulations after giving effect to promulgated thereunder) or, if earlier, Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the presumptions contained therein), and the term “specified employee” means an individual determined by the Atlas to be a specified employee under Section 1.409A-1(i) earliest permissible payment date. For purposes of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Companywith respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, nor any subsidiary, nor the Committee, nor any person acting on behalf references to “termination of the Company, any subsidiary, or the Committee, employment” (and substantially similar phrases) shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy interpreted and applied in a manner that is consistent with the requirements of Section 409A of the Code or by reason of Section 4999 of the Code.409A.

Section 409A of the Code. Performance Share Awards granted pursuant to (a) The payments and benefits under this Agreement letter are intended to comply with or be exempt from, or comply with, from the requirements application of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and guidance issued thereunder and shall be construed accordingly. Notwithstanding anything to the contrary in this Agreement, if at the time so that none of the Employee’s termination of Employment, the Employee is a “specified employee,” as defined below, any payments and all amounts payable benefits to be provided under this Agreement on account of such separation from service that constitute deferred compensation and would (but for this provision) will be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Section 1.409A-1(b) of the Treasury Regulations, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of additional tax imposed under Section 409A. For purposes 409A, and any ambiguities in this Agreement will be interpreted to so comply. Notwithstanding any provision of this Agreementletter to the contrary, all references in the event that the Company determines that any payments or benefits payable hereunder may be subject to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect Code, the Company may (without any obligation to do so or to indemnify you for failure to do so) adopt such amendments to this letter or take any other actions that the presumptions contained therein), Company determines are necessary or appropriate to (a) exempt such payments and the term “specified employee” means an individual determined by the Atlas to be a specified employee under benefits from Section 1.409A-1(i) 409A of the Treasury Regulations. Notwithstanding anything Code in order to preserve the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf intended tax treatment of the Company, any subsidiarysuch payments or benefits, or the Committee, shall be liable to the Employee or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy (b) comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder. To the extent that any payments or by reason of benefits under this letter are deemed to be subject to Section 4999 409A of the Code, this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury Regulations and other interpretive guidance issued thereunder. Each payment and benefit payable under this Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Department of Treasury Regulations. (b) Notwithstanding anything to the contrary in this letter, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 7 above, shall be paid to you during the six (6)-month period following your Separation from Service to the extent that paying such amounts at the time or times indicated in this letter would result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such six-month period. (c) To the extent that any reimbursements or corresponding in-kind benefits provided to you under this letter are deemed to constitute compensation to you, such amounts will be paid or reimbursed reasonably promptly, but not later than March 15 of the year following the year in which the expense was incurred. The amount of any such payments or expense reimbursements in one year will not affect the expenses or in-kind benefits eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement of any such expenses will not be subject to liquidation or exchange for any other benefit. Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this letter in the space provided below for your signature and returning it to Xxxxxx Xxxxxxxx, Senior Vice President, General Counsel. Please retain one fully-executed original for your files. Sincerely, ACCURAY INCORPORATED, a Delaware Corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx, Ph.D. Title: President & Chief Executive Officer By: /s/ Xxxxxx X. Xxxxxxxx 2-2-11 Name: Xxxxxx X. Xxxxxxxx Title: Senior Vice President, General Counsel Accepted and Agreed, By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx ID: 00-0000000 File: Optstmt 0000 Xxxxxxxxxx Xxxxxxx Date: 12/14/2010 Sunnyvale, CA 94089 Time: 4:41:47PM AS OF 12/14/2010 Xxxxxxx Xxxxxx AWARDS 00001553 7/20/2007 2007 RSU 8,000.00 $ 0.00000 6,000.00 6,000.00 0 00 2,000.00 0.00 00002063 2/29/2008 2007 RSU 5,000.00 $ 0.00000 2,500.00 2,500.00 0.00 2,500.00 0.00 00002185 8/29/2008 2007 RSU 2,500.00 $ 0.00000 1,250.00 1,250.00 0.00 1,250.00 0.00 00003034 8/31/2010 2007 RSU 10,000.00 $ 0.00000 0.00 0.00 0.00 10,000.00 0.00 STOCK OPTIONS 00001555 7/20/2007 2007 NQ 65,000.00 $ 18.40000 0.00 55,521.00 0.00 9,479.00 65,000.00 55,521.00 00002049 2/29/2008 2007 NQ 30,000.00 $ 10.36000 0.00 21,875,00 0.00 8,125.00 30,000.00 21,875.00 00002183 8/29/2008 2007 NQ 30,000.00 $ 8.25000 0.00 18,125.00 0.00 11,875.00 30,000.00 18,125.00 00002627 8/31/2009 2007 NQ 25,000.00 $ 6.41000 0.00 7,143.00 0.00 17,857.00 25,000.00 7,143.00 00003033 8/31/2010 2007 NQ 30,000.00 $ 6.58000 0.00 1,250.00 0.00 28,750.00 30,000,00 1,250.00 This General Release and Separation Agreement (hereafter “Agreement”) is entered into between (the “Executive”), and Accuray Incorporated (the “Company”), effective on the eighth calendar day following the Executive’s signature (the “Effective Date”), unless he/she revokes his/her acceptance in accordance with the terms of Section 6(b), below.

Section 409A of the Code. A. The Performance Share Awards granted pursuant to this Agreement Units are intended to comply with or be exempt from, or comply with, from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) . The Plan and guidance issued thereunder and this Award Agreement shall be construed accordinglyadministered and interpreted in a manner consistent with this intent. If the Company determines that this Award Agreement is subject to Section 409A of the Code and that it does not comply with or is inconsistent with the applicable requirements, the Company may, in its sole discretion, and without your consent, amend this Award Agreement to cause it to comply with Section 409A of the Code or be exempt from Section 409A of the Code. B. Notwithstanding anything any provision of this Award Agreement to the contrary contrary, in this Agreement, if the event that any settlement or payment of the Performance Units occurs as a result of your termination of employment and the Company determines that you are a “specified employee” (within the meaning of Section 409A of the Code) subject to Section 409A of the Code at the time of the Employee’s your termination of Employmentemployment, and provided further that such payment or settlement does not otherwise qualify for an applicable exemption from Section 409A of the Employee Code, then no such settlement or payment shall be paid to you until the date that is a “specified employee,” as defined belowthe earlier to occur of: (i) your death, any and all amounts payable under this Agreement on account of such separation from service that constitute deferred compensation and would or (but for this provisionii) be payable within six (6) months and one (1) day following your termination of employment. Any portion of the date Performance Units where settlement is delayed as a result of terminationthe foregoing, which is (i) in whole or in part, settled in cash and (ii) based on the value of a Share, shall instead be paid based on the next business day following value of a Share at the expiration time the Performance Units otherwise would have been settled or paid without application of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to delay described in the extent of amounts that foregoing sentence. If the Performance Units do not constitute a deferral of compensation within the meaning of otherwise qualify for an applicable exemption from Section 1.409A-1(b) 409A of the Treasury RegulationsCode, as determined by the Company in its reasonable good faith discretion or (B) other amounts or benefits that are not subject to the requirements of Section 409A. For purposes of this Agreement, all references to terms “Retirement,” “terminate,” “termination,” “termination of employment,” and correlative phrases shall be construed variations thereof as used in this Award Agreement are intended to require mean a “separation from service” (as such term is defined in under Section 1.409A-1(h) 409A of the Treasury Regulations after giving effect to the presumptions contained therein), Code. C. Although this Award Agreement and the term “specified employee” means an individual determined by the Atlas payments provided hereunder are intended to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, neither the Company, nor any subsidiary, nor the Committee, nor any person acting on behalf of the Company, any subsidiary, or the Committee, shall be liable to the Employee exempt from or to the estate or beneficiary of the Employee by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of this Agreement or any payment hereunder to satisfy otherwise comply with the requirements of Section 409A of the Code, the Company does not represent or warrant that this Award Agreement or the payments provided hereunder will comply with Section 409A of the Code or by reason any other provisions of federal, state, local, or non-U.S. law. Neither the Company, its Subsidiaries, your Employer or their respective directors, officers, employees or advisers shall be liable to you (or any other individual claiming a benefit through you) for any tax, interest, or penalties you may owe as a result of compensation paid under this Award Agreement, and the Company, its Affiliates and your Employer shall have no obligation to indemnify or otherwise protect you from the obligation to pay any taxes pursuant to Section 4999 409A of the Code.