EX-10.1






AMENDMENT TO NONCOMPETITION AGREEMENT




THIS AMENDMENT TO NONCOMPETITION AGREEMENT (this “Amendment”) is executed and made effective
as of the 16th day of December, 2008, by and between TomoTherapy Incorporated, a Wisconsin
corporation (the “Company”), and the undersigned employee (“Employee”), and amends the
Noncompetition Agreement (the “Agreement”) between the Company and Employee dated April 1, 2007.



RECITALS




The Employee tendered to the Company his resignation as the President of the Company on
December 10, 2008, effective December 31, 2008. The Employee is willing to extend his term of
noncompetition to thirty-two months post-termination in consideration for the Company to accelerate
all of his unvested stock options and to allow the restrictions to lapse on all of his restricted
stock effective December 31, 2008. Thirty-two months from the termination date runs through August
31, 2011, coinciding with the month in which the last of Employee’s equity grants would have
otherwise vested.



AGREEMENT




In consideration of the recitals and agreements set forth herein, Employee and the Company
agree that:



1. The first paragraph of Section 2 of the Agreement is hereby deleted and replaced with the
following:




“Non-competition. For a period of thirty-two (32) months commencing on the
termination of Employee’s employment with the Company, regardless of the reason for such
termination, the Employee shall not, either on Employee’s own behalf or on behalf of any
other person, association or entity, do any of the following: develop, design, produce,
plan, test, perform, evaluate, or sell, or supervise, advise, manage or direct a person or
entity in developing, producing, designing, planning, testing, performing, evaluating, or
selling a Competing Product.”



2. The Board of Directors shall cause Company management to take all such actions necessary
and proper to: 1) cause the restrictions to lapse on all of the shares granted under the Restricted
Stock Award Grant Notice and Restricted Stock Agreement dated August 28, 2008, and 2) accelerate
the vesting of all of the shares granted under the Stock Option Agreement dated November 17, 2005
between Employee and the Company, effective upon the close of the NASDAQ market on December 31,
2008.



3. Except as otherwise provided in this Amendment, all terms and conditions previously set
forth in the Agreement shall remain in effect as set forth therein and all defined terms used in
this Amendment shall have the same meaning as indicated in the Agreement. In the event that this
Amendment and the Agreement are inconsistent, the terms and provisions of this Amendment shall
supercede the terms and provisions of the Agreement, but only to the extent necessary to satisfy
the purpose of this Amendment. Each party hereto represents to the other that it has the full
authority to execute, deliver and perform this Amendment in accordance with its terms.



IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.



THE COMPANY:



TOMOTHERAPY INCORPORATED



By: /s/ Frederick A. Robertson

Frederick A. Robertson, M.D.

Chief Executive Officer




EMPLOYEE:



/s/ Paul J. Reckwerdt


Paul J. Reckwerdt