0001047469-09-008217 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 9th, 2009 • Accuray Inc • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is effective as of , 2009 by and between Accuray Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”).

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May 14, 2009 Darren J. Milliken 12989 Del Valle Court Los Altos Hills, CA 94022
Accuray Inc • September 9th, 2009 • Surgical & medical instruments & apparatus

Accuray Incorporated (the “Company”) is pleased to extend this offer of employment as the Senior Vice President, General Counsel and Corporate Secretary on the terms and conditions set forth in this letter (the “Agreement”), effective as of May 6, 2009 (the “Effective Date”).

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • September 9th, 2009 • Accuray Inc • Surgical & medical instruments & apparatus • California

This Independent Contractor Agreement (“Agreement”) is made effective as of April 1, 2009 by and between Accuray Incorporated, a Delaware corporation (the “Company”), and John Adler, M.D. (“Contractor” and, together with the Company, the “Parties”). The Company desires to retain Contractor as an independent contractor to perform certain services for the Company and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:

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