0001104659-11-027814 Sample Contracts

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 10th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus • Delaware

This Amended and Restated Indemnification Agreement (“Agreement”) is effective as of January 1, 2011 by and between Accuray Incorporated, a Delaware corporation (the “Company”), and (“Indemnitee”).

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January 7, 2011 Darren J. Milliken
Employment Agreement • May 10th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus

Accuray Incorporated (the “Company”) is pleased to offer you continued employment as the Senior Vice President, General Counsel and Corporate Secretary of the Company on the terms and conditions set forth in this employment agreement (the “Agreement”), effective as of January 1, 2011 (the “Effective Date”). This letter amends and restates in its entirety your previous employment agreement, dated as of May 6, 2009 (the “Previous Employment Agreement”). You and the Company mutually agree to have the following terms govern your continued employment.

Re: Amended and Restated Employment Agreement
Employment Agreement • May 10th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus • California

Accuray Incorporated (the “Company”) is pleased to offer you continued employment as the President and Chief Executive Officer of the Company on the terms and conditions set forth in this employment agreement (the “Agreement”), effective as of January 1, 2011 (the “Effective Date”). This letter amends and restates in its entirety your previous employment agreement, dated as of October 22, 2008 (the “Previous Employment Agreement”). You and the Company mutually agree to have the following terms govern your continued employment:

January 7, 2011 Eric Pauwels
Employment Agreement • May 10th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus

Accuray Incorporated (the “Company”) is pleased to offer you employment as our Senior Vice President, Chief Marketing Officer on the terms and conditions set forth in this letter (the “Agreement”), effective as of your employment start date (the “Effective Date” and “Start Date”). In the event that you do not commence employment with the Company on the Effective Date, this Agreement shall be of no further force or effect, and you shall have no rights to compensation, benefits or other consideration hereunder. This offer of employment is contingent upon successful completion of a reference and background check as mentioned in the release you submitted.

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