Accuray Inc Sample Contracts

Accuray Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 8th, 2019)

This Executive Employment Agreement (“Agreement”) is entered into and effective as of November 19, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Shig Hamamatsu (“Executive”).

Accuray Inc – AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (TERM) (February 8th, 2019)

THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 28th day of December, 2018 (the “Amendment Effective Date”), by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender., the lenders (individually, each a “Lender” and collectively, the “Lenders”) party to the Credit Agreement (as defined below), ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”).

Accuray Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 8th, 2019)

This Executive Employment Agreement (“Agreement”) is entered into and effective as of October 17, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Jesse Chew (“Executive”).

Accuray Inc – AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (REVOLVER) (February 8th, 2019)

THIS AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 28th day of December, 2018 (the “Amendment Effective Date”), by and among MIDCAP FUNDING X TRUST, a Delaware statutory trust (as successor by assignment from MidCap Funding IV Trust, as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender., the lenders (individually, each a “Lender” and collectively, the “Lenders”) party to the Credit Agreement (as defined below), ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”).

Accuray Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 8th, 2019)

This Employment Agreement (“Agreement”) is entered into and effective as of June 30, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Patrick Spine (“Executive”).

Accuray Inc – ACCURAY AND CHINA ISOTOPE AND RADIATION CORPORATION ENTER JOINT VENTURE CONTRACT TO MANUFACTURE AND SELL RADIATION ONCOLOGY SYSTEMS IN CHINA (January 28th, 2019)

SUNNYVALE, CALIFORNIA & Tianjin, CHINA, JANUARY 28, 2019 – Accuray Asia Limited, a subsidiary of Accuray Incorporated (NASDAQ: ARAY), and CNNC High Energy Equipment (Tianjin) Co., Ltd., a subsidiary of China Isotope and Radiation Corporation (HKSE: 01763), today announced the formation of a joint venture (“JV”) to manufacture and sell radiation oncology systems in China. Under the terms of the agreement, CIRC’s subsidiary will own 51% of the JV and Accuray’s subsidiary will own the remaining 49%. Accuray and CIRC believe that the JV, which will operate under the name CNNC Accuray (Tianjin) Medical Technology Co., Ltd., will be uniquely positioned to serve the world’s largest growth market for radiation oncology systems by helping to meet critical market demand as stipulated by the Ministry of Health of the People’s Republic of China, as well as addressing longer-term unmet needs. Additionally, by leveraging the strengths and capabilities of both Accuray and CIRC, CNNC Accuray (Tianjin)

Accuray Inc – ACCURAY INCORPORATED AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN (November 21st, 2018)
Accuray Inc – AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN (November 21st, 2018)

Accuray Incorporated hereby approves the Accuray Incorporated Amended and Restated 2007 Employee Stock Purchase Plan (the “Plan”), effective as of the Effective Date (as defined herein).

Accuray Inc – Company Bonus Plan Adopted by the Board of Directors on September 20, 2018 (November 6th, 2018)
Accuray Inc – CONSULTING AGREEMENT (November 6th, 2018)

This Consulting Agreement (this “Agreement”) is made and entered into by and between Kevin Waters (“CONSULTANT”) and Accuray Incorporated (“ACCURAY”), effective as of October 2, 2018 (“Effective Date”).

Accuray Inc – Offer Letter (November 6th, 2018)

Accuray Incorporated (the “Company”) is pleased to extend this Offer Letter for you to assume the role of the Company’s Interim Chief Financial Officer in addition to your role as VP, Finance and Chief Accounting Officer. The effective date of this interim role will be October 1, 2018 and during such time you will be reporting directly to the Company’s Chief Executive Officer.

Accuray Inc – Asterisks indicate that confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (REVOLVER) (August 24th, 2018)

THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 12th day of July, 2018 (the “Amendment Effective Date”), by and among MIDCAP FUNDING X TRUST, a Delaware statutory trust (as successor by assignment from MidCap Funding IV Trust, as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender., the lenders (individually, each a “Lender” and collectively, the “Lenders”) party to the Credit Agreement (as defined below), ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”).

Accuray Inc – Asterisks indicate that confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM) (August 24th, 2018)

THIS AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 12th day of July, 2018 (the “Amendment Effective Date”), by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender., the lenders (individually, each a “Lender” and collectively, the “Lenders”) party to the Credit Agreement (as defined below), ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”).

Accuray Inc – CONSULTING AGREEMENT (July 6th, 2018)

This Consulting Agreement (this “Agreement”) is made and entered into by and between Alaleh Nouri (“CONSULTANT”) and Accuray Incorporated (“ACCURAY”), effective as of July 7, 2018 (“Effective Date”).

Accuray Inc – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (February 5th, 2018)

This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray International Sàrl, a Swiss limited liability company (the “Company”), and Lionel Hadjadjeba (“Executive”).

Accuray Inc – AMENDED AND RESTATED RENEWAL EXECUTIVE EMPLOYMENT AGREEMENT (February 5th, 2018)

This Amended and Restated Renewal Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Andrew J. Kirkpatrick (“Executive”).

Accuray Inc – Accuray Retires February 2018 Convertible Notes — Company Continues to Execute Strategies to Reduce Total Debt While Minimizing Shareholder Dilution — (February 5th, 2018)

SUNNYVALE, Calif., Feb. 5, 2018 — Accuray Incorporated (NASDAQ: ARAY) announced today it has retired all February 2018 convertible notes, including $13 million aggregate principal amount of its 3.50% convertible senior notes and $27 million aggregate principal amount of its 3.50% Series A convertible senior notes both due February 1, 2018.

Accuray Inc – ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. CREDIT AND SECURITY AGREEMENT dated as of December 15, 2017 by and among ACCURAY INCORPORATED and TOMOTHERAPY INCORPORATED each as a Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of December 15, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Accuray Inc – ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of June 14, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIALFUNDING IV TRUST, a Delaware statutory trust (as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Accuray Inc – AMENDED AND RESTATED RENEWAL EXECUTIVE EMPLOYMENT AGREEMENT (February 5th, 2018)

This Amended and Restated Renewal Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Kevin Waters (“Executive”).

Accuray Inc – AMENDED AND RESTATED RENEWAL EXECUTIVE EMPLOYMENT AGREEMENT (February 5th, 2018)

This Amended and Restated Renewal Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Alaleh Nouri (“Executive”).

Accuray Inc – AMENDED AND RESTATED RENEWAL EXECUTIVE EMPLOYMENT AGREEMENT (February 5th, 2018)

This Amended and Restated Renewal Executive Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2018 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Joshua H. Levine (“Executive”).

Accuray Inc – 36th Annual J.P. Morgan Healthcare Conference January 10, 2018 Joshua H. Levine President and CEO Safe Harbor Statement Statements in this presentation (including the oral commentary that accompanies it) that are not statements of historical fact are forward-looking statements and are subject to the "safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this presentation relate, but are not limited, to: our strategic priorities for fiscal 2018; our expectations regarding future product upgrades; our intended use of proceeds from our new (January 8th, 2018)
Accuray Inc – Accuray Elects Net Share Settlement for 3.50% Series A Convertible Senior Notes Due 2018 Company will pay principal in cash and deliver shares for any excess conversion value (January 3rd, 2018)

SUNNYVALE, Calif., January 3, 2018 — Accuray Incorporated (NASDAQ: ARAY) has made an irrevocable Net Share Settlement Election with respect to its 3.50% Series A Convertible Senior Notes due February 1, 2018 (the “Series A Notes”) pursuant to the indenture dated as of April 24, 2014 (the “Series A Indenture”). The Specified Cash Amount for each $1,000 principal amount of Series A Notes converted will be $1,000. As a result, Accuray will pay cash up to $1,000 for each $1,000 principal amount of Series A Notes converted and deliver shares of its common stock for the conversion value, if any, in excess of $1,000 (other than cash in lieu of any fractional share).

Accuray Inc – Accuray Enters into $40 Million Term Loan; Company Intends to Retire Principal Amount of February 2018 Convertible Notes with Cash at Maturity Company Also Modifies Revolving Loan Agreement (December 21st, 2017)

SUNNYVALE, Calif., December 21, 2017 — Accuray Incorporated (NASDAQ: ARAY) announced today it closed a new $40 million term loan with MidCap Financial Trust while concurrently reducing the borrowing facility under its existing revolving loan with MidCap by $20 million. The Company intends to use the net proceeds of the term loan, combined with existing cash on hand, to retire the $40 million aggregate principal amount of its 3.50% convertible senior notes and 3.50% Series A convertible senior notes due February 1, 2018.

Accuray Inc – FIRST SUPPLEMENTAL INDENTURE (December 4th, 2017)

FIRST SUPPLEMENTAL INDENTURE dated as of December 4, 2017 (this “Supplemental Indenture”), between Accuray Incorporated (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Accuray Inc – Offer of Employment (November 3rd, 2017)

Accuray Incorporated (the “Company”) is pleased to extend this Offer of Employment and invite you to join the Company in the position of VP, Finance & Chief Accounting Officer. Accuray Incorporated, the premier radiation oncology company, is committed to building an enthusiastic and talented team. We believe your abilities and experience would be a valuable asset to the Company. The effective date of your employment will be September 5, 2017 (“Start Date”), and you will be reporting directly to Kevin Waters, SVP, Chief Financial Officer. This Offer of Employment is contingent upon the successful completion of a reference check and background check, as previously agreed to in your application and release.

Accuray Inc – CHANGE IN CONTROL AGREEMENT (November 3rd, 2017)

This Change in Control Agreement (“Agreement”) is entered into and effective as of September 21, 2017 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Shigeyuki Hamamatsu (“Employee”).

Accuray Inc – Accuray Generated $55.6 Million in First Quarter Gross Orders; Revenue Increased 5 Percent Year over Year (October 24th, 2017)

SUNNYVALE, Calif., October 24, 2017 — Accuray Incorporated (NASDAQ: ARAY) today reported financial results for the first fiscal quarter ended September 30, 2017.

Accuray Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (August 25th, 2017)

This Separation Agreement and General Release (this “Agreement”) is hereby entered into by and between Kelly Londy, an individual (“Executive”), and Accuray Incorporated, a Delaware corporation, on behalf of itself and all of its subsidiaries (collectively, the “Company”).

Accuray Inc – RENEWAL EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2017)

This Employment Agreement (“Agreement”) is entered into and effective as of January 1, 2017 (“Effective Date”), by and between Accuray Incorporated, a Delaware corporation (the “Company”), and Andrew J. Kirkpatrick (“Executive”).

Accuray Inc – EXECUTIVE EMPLOYMENT AGREEMENT (August 25th, 2017)

This Employment Agreement (“Agreement”) is entered into and effective as of May 18, 2017 (“Effective Date”), by and between Accuray International Sàrl, a Swiss limited liability company (the “Company”), and Lionel Hadjadjeba (“Executive”).

Accuray Inc – ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. CREDIT AND SECURITY AGREEMENT dated as of June 14, 2017 by and among ACCURAY INCORPORATED and TOMOTHERAPY INCORPORATED each as a Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (August 25th, 2017)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of June 14, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (“Accuray” or “Borrower Representative”), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, “Other Borrowers” and, together with Borrower Representative, each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Accuray Inc – 3.75% Convertible Senior Notes due 2022 (August 8th, 2017)

INDENTURE, dated as of August 7, 2017, between Accuray Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).

Accuray Inc – % Convertible Notes due 2022 (July 28th, 2017)

This Exchange/Repurchase Agreement and the Terms and Conditions for Exchange/Repurchase of Securities, dated July      , 2017, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange/Repurchase Agreement, the “Agreement” or the “Exchange/Repurchase Agreement”) is made as of the Effective Date between Accuray Incorporated, a Delaware corporation (the “Company”), and the Holder.