ACCURAY INCORPORATED and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeAccuray Incorporated • November 8th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of August 1, 2011, 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”).
Re: Amended and Restated Employment AgreementGeneral Release and Separation Agreement • November 8th, 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 October 1, 2011 (the “Effective Date”). This letter amends and restates in its entirety your previous employment agreement, dated as of January 1, 2011 (the “Previous Employment Agreement”). You and the Company mutually agree to have the following terms govern your continued employment:
September 13, 2011 Kelly J. LondyAccuray Inc • November 8th, 2011 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer you the position of Senior Vice President, Chief Commercial 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.
Re: AMENDMENT TO EMPLOYMENT TERMSAccuray Inc • November 8th, 2011 • Surgical & medical instruments & apparatus
Accuray Incorporated (the “Company”) is pleased to offer you the title of Executive Vice President, Chief Operating Officer. Your new title shall be effective as of July 25, 2011. This document memorializes the Amendment to the employment agreement entered into between you and the Company dated January 1, 2011 (“Employment Agreement”). All other terms of your employment shall remain unchanged, and no other modifications to the terms of your employment as set forth in the Employment Agreement may be made unless in a written amendment signed by both you and the CEO or General Counsel of the Company.
AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • November 8th, 2011 • Accuray Inc • Surgical & medical instruments & apparatus
This AMENDMENT TO STRATEGIC ALLIANCE AGREEMENT (this “Amendment”) is made and entered into as of August 3, 2011 by ACCURAY INCORPORATED, a Delaware corporation (“Accuray”), and SIEMENS AKTIENGESELLSCHAFT, a corporation formed under the laws of the Federal Republic of Germany (“Siemens”). Accuray and Siemens may be referred to in this Amendment individually as a “Party” or collectively as the “Parties.”
