EX-10.1






Exhibit 10.1




TERMINATION AGREEMENT




This Termination Agreement, dated as of May 28, 2010 (this “Termination Agreement”), is by and
among TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the entities listed on
Exhibit A hereto (each, an “Avalon Party” and collectively, the “Avalon Parties”).



WHEREAS, the Company and the Avalon Parties entered into that certain Agreement, dated as of
April 7, 2009 (as amended on October 12, 2009, the “Agreement”, all capitalized terms not defined
herein shall have the meaning set forth for such term in the Agreement), which Agreement grants the
Avalon Parties certain rights to representation on the Company’s board of directors so long as the
Avalon Parties continue to satisfy the Minimum Condition;



WHEREAS, Jonathan McCloskey served as the Avalon Nominee pursuant to the Agreement;



WHEREAS, the Avalon Parties have delivered notice to the Company (the “Notice”) that the
Minimum Condition is no longer satisfied, that Mr. McCloskey ceased to be an employee of any of the
Avalon Parties or their Affiliates on February 28, 2010 and that none of the Avalon Parties nor any
of their Affiliates has had any communication with Mr. McCloskey relating to the Company since such
date;



WHEREAS, the Company desires that Mr. McCloskey continue to serve on the Company’s board of
directors, notwithstanding the Avalon Parties’ failure to satisfy the Minimum Condition and that
Mr. McCloskey is no longer associated with the Avalon Parties or their Affiliates; and



WHEREAS, the Avalon Parties and the Company desire to terminate the Agreement, effective as of
May 27, 2010 (the “Effective Date”);



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



Section 1. Termination of the Agreement. Notwithstanding Section 4.8 of the
Agreement, effective as of the Effective Date, the Agreement shall be terminated and shall cease to
remain in force and effect.



Section 2. Acknowledgement. Each of the parties agrees and acknowledges that there
has been no breach of the Agreement. The Company acknowledges that it has received the Notice and
that the Avalon parties have informed the Company that Jonathan McCloskey ceased his employment
with the Avalon Parties and/or their Affiliates on February 28, 2010 and that the Avalon Parties
and their Affiliates have had no communication relating to the Company with Jonathan McCloskey
since such date.



Section 3. Governing Law. This Termination Agreement shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of
the State of Wisconsin.



Section 4. Counterparts. This Termination Agreement may be executed in two or more
counterparts (each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument).



Section 5. No Third-Party Beneficiaries. Nothing in this Termination Agreement,
expressed or implied, is intended or shall be construed to confer upon or give to any person other
than the parties hereto and their successors and permitted assigns any right, remedy or claim under
or by reason of this Termination Agreement.



IN WITNESS WHEREOF, and intending to be legally bound hereby, each of he undersigned parties
has executed or caused this Termination Agreement to be executed as of the date first above
written.



TomoTherapy Incorporated



By:  /s/ Frederick A. Robertson

Name: Frederick A. Robertson

Title: President and Chief Executive Officer







Avalon Capital Group, Inc.



By:  /s/ Nicole S. Blakely

Name: Nicole S. Blakely

Title: VP, General Counsel







Avalon Portfolio, LLC




By its Manager, Avalon Capital Group, Inc.

By:  /s/ Nicole S. Blakely

Name: Nicole S. Blakely

Title: VP, General Counsel



Avalon Technology, LLC


By its Manager, Avalon Portfolio, LLC


By its Manager, Avalon Capital Group, Inc.


By:  /s/ Nicole S. Blakely


Name: Nicole S. Blakely

Title: VP, General Counsel



Exhibit A




Avalon Parties




Avalon Capital Group, Inc.


Avalon Portfolio, LLC


Avalon Technology, LLC