Exhibit 10.22


 


	
   

  	
   

  	
   

  	
  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


INDEPENDENT CONTRACTOR AGREEMENT


 


This Independent Contractor Agreement (“Agreement”)
is made effective as of April 1, 2009  by
and between Accuray Incorporated, a Delaware corporation (the “Company”), and
John Adler, M.D.  (“Contractor” and, together with
the Company, the “Parties”).  The Company
desires to retain Contractor as an independent contractor to perform certain
services for the Company and Contractor is willing to perform such services, on
terms set forth more fully below.  In
consideration of the mutual promises contained herein, the Parties agree as
follows:


 


1.                                       Services.


 


During the term of this agreement, Contractor will
provide services (the “Services”) to the Company as described on Exhibit A
attached to this Agreement.  Contractor
shall use his best efforts to perform the Services to the satisfaction of the
Company and by the completion dates specified by the Company.  Contractor shall not perform any Services for
the Company other than as specifically authorized in Exhibit A.


 


2.                                       Independent
Contractor Status.


 


It is the Parties’ intent that Contractor at all
times, and with respect to all Services covered by this Agreement function as
and remain an independent contractor, and not an employee or officer of the
Company, and neither Party shall represent to third parties that Contractor is
an employee or officer of the Company.


 


(a)                                  Contractor
shall be responsible for the payment of all taxes on amounts received from the Company
for the Services.  The Company will
regularly report amounts paid to Contractor by filing Form 1099-MISC with
the Internal Revenue service, as required by law. No part of Contractor’s fees
will be subject to withholding by the Company for payment of any social
security, federal, state or other employee payroll taxes. Contractor agrees to indemnify and hold the
Company harmless from any liability for, or assessment of, any such taxes
imposed on the Company by relevant taxing authorities.


 


(b)                                 Contractor
shall retain the right to perform services for others during the term of this
Agreement.


 


(c)                                  Contractor
will determine the method, details, and means of performing the Services.  The Company shall have no right to, and shall
not control, the manner or determine the method of accomplishment of the
Services, though it may define the Services to be performed.  Such Services may be amended, from
time-to-time, by the Parties by written agreement, signed by the Contractor and
the Company.


 


(d)                                 Contractor may, at Contractor’s own expense,
employ such assistants as the Contractor may deem necessary to perform the
Services.  The Company shall not control,
direct or supervise the work of Contractor’s assistants or employees in the
performance of Services.  The Contractor
assumes full and sole responsibility for the quality of Services provided by
the Contractor’s assistants or employees, for the payment of all compensation
and expenses of these assistants and employees, for state and federal income
taxes and other applicable payroll taxes and withholding that may be required
with respect to such assistants or employees, 
and for the provision of all benefits and insurance, including without
limitation, Worker’s Compensation Insurance, to such assistants or employees.  Contractor shall furnish the Company with
proof 


 


	
  INDEPENDENT
  CONTRACTOR AGREEMENT

  	
  ACCURAY CONFIDENTIAL

  
	
  John Adler,
  M.D.- 02.25.09

  	
   

  



 


1

















 


	
   

  	
   

  	
   

  	
  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


of Worker’s Compensation
Insurance coverage for all persons who provide Services pursuant to this
Agreement.


 


(e)                                  Contractor shall be responsible for all
expenses incurred in the execution of Contractor’s responsibilities pursuant to
this Agreement, including, without limitation, all travel (including airfare
and lodging), entertainment and dining expenses.  No fines, taxes, bonds or fees imposed
against Contractor, or costs of Contractor doing business, shall be reimbursable
by the Company.


 


(f)                                    Contractor shall not be eligible to
participate in any fringe benefit program or any benefit plan of the Company.


 


(g)                                 Contractor will have no authority to enter
into contracts that bind the Company or to create obligations on the part of
the Company without the prior written authorization of the Company.


 


(h)                                 Contractor shall receive no office or
administrative support from Company.


 


(i)                                     Contractor will, in the performance of his
duties hereunder, comply with all policies and procedures of the Company that
are applicable to independent contractors and consultants, including but not
limited to the Company’s Code of Conduct and Ethics and the Company’s Code of
Conduct for Interaction with Healthcare Professionals.


 


3.                                       Fees.


 


As consideration for the Services to be provided by
Contractor, the Company will compensate Contractor as described in Exhibit B
to this Agreement.  Company will pay
Contractor Contractor’s annual compensation in quarterly installments of
$42,025, such quarterly installments to be paid in advance of each quarter
beginning on the date on which this Agreement is signed by both Parties and
thereafter on the first business day of each quarter.  Compensation for Contractor’s Services shall
be conditioned on the actual performance by Contractor of Services and the
Company’s receipt and approval of accurate and detailed quarterly invoices,
including records of time spent and Services performed, from Contractor in the
form attached hereto as Exhibit D. 
Contractor shall submit such quarterly invoices for all Services
performed by Contractor during the applicable quarter two (2) weeks prior
to the end of such quarter (for example, for the first quarterly period of this
Agreement, April 1, 2009 to June 30, 2009, Contractor’s first
quarterly invoice will be due to Company no later than June 15,
2009).  If for any quarter, Contractor
has not provided the level of Services required to earn the full quarterly
installment for such quarter, then the quarterly installment for Contractor for
the following quarter will be reduced in an amount equal to the amount that
Contractor was overcompensated for the preceding quarter.  If at the end of the term of this Agreement,
Contractor has never performed certain services, and Contractor’s failure to
perform such services has not been offset against any subsequent quarter’s
installment, then Contractor will reimburse Company the corresponding amount
for the services not performed within thirty (30) calendar days.  The Parties acknowledge that payment for the
Services provided hereunder is consistent with the fair market value of such
Services and is not conditioned in any way on the volume or value of any
business (i) between the Company and any other party, or (ii) resulting,
directly or indirectly, from any of Contractor’s activities hereunder.


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


4.                                      Confidentiality.


 


(a)                                  Confidential Information.  “Confidential Information” means Company
proprietary information, technical data, trade secrets or know-how, including,
but not limited to, research, product plans, product specifications, services,
customers, customer lists, pipeline documents, marketing plans and strategies,
software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, circuit board
designs, logic designs for filters and/or circuit boards, Company financials or
other business information disclosed by the Company either directly or
indirectly in writing, orally, or by drawings or inspection of parts or
equipment.  Confidential Information also
includes any other information designated by the Company as such upon its
disclosure to the Contractor.


 


(b)                                 Disclosure.  Contractor will not, during or subsequent to
the term of this Agreement, use the Company’s Confidential Information for any
purpose whatsoever other than the performance of the Services on behalf of the
Company.  Contractor will not disclose
the Company’s Confidential Information to any third party, and understands that
said Confidential Information shall remain the sole property of the
Company.  Contractor further agrees to
take all reasonable precautions to prevent any unauthorized disclosure of such
Confidential Information including, but not limited to, having each employee of
Contractor, if any, with access to any Confidential Information, execute a
nondisclosure agreement containing provisions in the Company’s favor
substantially similar to Sections 4, 5 and 6 of this Agreement.  Confidential Information does not include
information which, upon disclosure to Contractor is part of the public domain;
can be established by written evidence to have been in the possession of
Contractor at the time of disclosure; is received by Contractor from a third
party without restriction and without breach of this Agreement; or has
become publicly known and made generally available through no wrongful act of
Contractor.  If Contractor is required to
disclose Confidential Information by lawfully issued subpoena or by an
authorized order of a government agency, Contractor will immediately so inform
the Company, and will use best efforts to minimize the disclosure of such
Confidential Information and will consult with and assist the Company in
seeking a protective order prior to such disclosure.


 


(c)                                  Indemnity.  Contractor agrees that Contractor will not,
during the term of this Agreement, improperly use or disclose to the Company or
any of its employees any proprietary information or trade secrets of any former
or current employer or other person or entity with which Contractor has an
agreement, or to which Contractor has a duty, to keep in confidence information
acquired by Contractor, and that Contractor will not bring onto the premises of
the Company any unpublished document, proprietary information, or trade secret
belonging to such employer, person or entity unless consented to in writing by
such employer, person or entity. 
Contractor will indemnify the Company and hold it harmless from and
against all claims, liabilities, damages and expenses, including reasonable
attorneys’ fees and costs of suit, arising out of or in connection with any
violation or claimed violation of a third party’s rights resulting in whole or
in part from the Services provided by Contractor under this Agreement.


 


(d)                                 Third Parties.  Contractor recognizes that the Company has
received and in the future will receive from third parties their confidential
or proprietary information or trade secrets subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it only for
certain limited purposes.  Contractor
agrees that Contractor owes the Company and such third parties, during the term
of this Agreement and thereafter, a duty to hold all such confidential or
proprietary information or trade secrets in the strictest confidence and not to
disclose it to any person, firm or corporation or to use it except as necessary
in carrying out the Services for the Company consistent with the Company’s
agreement with such third party.


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


(e)                                  Return of Confidential Information.  Upon the termination of this Agreement, or
upon the Company’s earlier request, Contractor will deliver to the Company all
of the Company’s property and all Confidential Information in tangible form
that Contractor may have in Contractor’s possession or control.


 


5.                                      Ownership.


 


(a)                                  Inventions.  Contractor agrees that all copyrightable
material, notes, records, drawings, designs, inventions, improvements,
developments, discoveries and trade secrets (collectively, “Inventions”)
conceived, made or discovered by Contractor, solely or in collaboration with
others, during the period of this Agreement which relate in any manner to the
business of the Company that Contractor may be directed to undertake,
investigate or experiment with, or which Contractor may become associated with
as a result of work, investigation or experimentation in the line of business
of Company in performing the Services hereunder (which Company and Contractor
agree are related to Sales and Marketing), are the sole property of the
Company.  Contractor further agrees to
assign (or cause to be assigned) and does hereby assign fully to the Company
all such Inventions and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto.


 


(b)                                 Assistance.  Contractor agrees to assist Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s
rights in the Inventions and any copyrights, patents, mask work rights or other
intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns and nominees the sole and exclusive
rights, title and interest in and to such Inventions, and any copyrights,
patents, mask work rights or other intellectual property rights relating
thereto.  Contractor further agrees that
Contractor’s obligation to execute or cause to be executed, when it is in
Contractor’s power to do so, any such instrument or papers shall continue after
the termination of this Agreement.


 


(c)                                  License.  Contractor
agrees that if in the course of performing the Services (which Company and
Contractor acknowledge are related to Sales and Marketing), Contractor
incorporates into any Invention developed hereunder any invention, improvement,
development, concept, discovery or other proprietary information owned by
Contractor or in which Contractor has an interest, the Company is hereby
granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable,
worldwide license to make, have made, modify, use and sell such item as part of
or in connection with such Invention.


 


(d)                                 Agent.  Contractor
agrees that if the Company is unable because of Contractor’s unavailability for
any reason to secure Contractor’s signature to apply for or to pursue any
application for any United States or foreign patents or mask work or copyright
registrations covering the Inventions assigned to the Company above, then
Contractor hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Contractor’s agent and attorney-in-fact, to
act for and in Contractor’s behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyright and mask work registrations
thereon with the same legal force and effect as if executed by Contractor.


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


6.                                       Originality
and Noninfringement.


 


Contractor represents and warrants that all
materials and Services provided hereunder will be original with Contractor and
that the use thereof by the Company or its customers, representatives,
distributors or dealers will not infringe any patent, copyright, trade secret
or other intellectual property right of any third party.  Contractor agrees to indemnify and hold the
Company harmless against any liability, loss, cost, damage, claims, demands or
expenses (including reasonable attorneys’ fees) of the Company or its
customers, representatives, distributors or dealers arising out of any
infringement or claim of infringement with respect to any materials or Services
provided by Contractor.


 


7.                                       Reports.


 


Contractor
agrees that Contractor will, from time-to-time during the term of this
Agreement, keep the Company informed as to Contractor’s progress in performing
the Services hereunder and that Contractor will, as requested by the Company,
prepare written reports with respect thereto. 
The Parties understand that the time required in the preparation of such
written reports shall be considered time devoted to the performance of
Contractor’s Services.


 


8.                                      Conflicting
Obligations.


 


(a)                                  Performance.  Contractor acknowledges that Contractor will
be available to perform the Services in a timely and responsible manner, except
for the occasional circumstance in which a pre-existing clinical responsibility
on the part of Contractor may conflict with a new commitment requested by the
Company, subject to the requirements of the schedule of Services arranged by
Company and Contractor pursuant to Section 1 of Exhibit A
hereto.  Failure to perform in a timely
and responsible manner shall be a breach of this Agreement.


 


(b)                                 No Conflicts.  Contractor represents and warrants that
Contractor has no outstanding agreement or obligation that is in conflict with any
provision of this Agreement, or that would preclude Contractor from complying
with the provisions hereof, except as disclosed in Exhibit C
hereto.  Contractor further represents
and warrants that Contractor will not enter into any such conflicting Agreement
during the term of this Agreement.


 


9.                                       Term
and Termination.


 


(a)                                  Commencement.  This Agreement will commence on the date
first above written and will continue for a period of one year (the “Initial
Term”).  Unless 30 days’ written notice
of termination is given by either Party prior to the expiration of the Initial
Term, or any subsequent Term, this Agreement shall renew for successive
one-year periods.


 


(b)                                 Termination.  This Agreement may be terminated as follows:


 


(i) 
Either Party may terminate this Agreement with 90 days’ prior written notice to
the other.  Any such notice shall be
addressed to such Party at the address shown below or such other address as
such Party shall provide to the other, and shall be deemed given upon delivery
if personally delivered, on the next business day if sent via overnight
courier, or three days after deposit in the United States mail, postage
prepaid, registered or certified mail, return receipt requested.


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


(ii) 
The Parties shall attempt to amend this Agreement upon receipt of any
Governmental Action in order to comply with such Governmental Action.  If the Parties, acting in good faith, are
unable to make the amendments necessary to comply with such Governmental
Action, or, alternatively, if either Party determines in good faith that
compliance with the Governmental Action is impossible or infeasible, this
Agreement shall terminate 10 days after one Party notifies the other of such
fact.  For purposes of this Section 9(b)(ii),
the term “Governmental Action” shall mean any legislation, regulation, rule or
procedure passed, adopted or implemented by any federal, state or local
government or legislative body or any private agency, or any notice of a
decision, finding, interpretation or action by any governmental or private
agency, court or other third party which, in the opinion of counsel to the
Company, because of the arrangement between the Parties pursuant to this
Agreement, if or when implemented, would: 
(A) constitute a violation of any federal, state or local law; or (B) subject
either Party, or any of their respective employees or agents, to civil or
criminal liability or prosecution on the basis of their participation in
executing this Agreement or performing their respective obligations under this
Agreement.


 


(iii)  If this
Agreement is terminated for any reason within one-year of the date first above
written, the Parties shall not enter into the same or substantially the same
arrangement contemplated by this Agreement during the period which is one (1) year
following the date first above written.


 


(c)                                  Survival.  Upon such
termination, all rights and duties of the Parties toward each other shall cease
except:


 


(i)                                     that the Company shall be obliged to pay,
within 30 days of receipt of the Contractor’s invoice, all amounts owing to
Contractor for unpaid Services through the termination date; and


 


(ii)                                  Sections 4, 5, 6, 9 and 11 shall survive
termination of this Agreement.


 


10.                                 Assignment. Neither this Agreement
nor any right hereunder nor interest herein may be assigned or transferred by
the Company or the Contractor without the written consent of the other.


 


11.                               Arbitration
and Equitable Relief.


 


(a)                                  Arbitration.  Except as provided in Section 11(b) below,
the Company and Contractor agree that any dispute or controversy arising out of
or relating to any interpretation, construction, performance or breach of this
Agreement shall be settled by arbitration to be held in Santa Clara County,
California  before a single, neutral
arbitrator associated with the Judicial Arbitration and Mediation Service (“JAMS”).  The arbitrator shall be selected by the
Parties or, if the Parties are unable to agree, by JAMS, in accordance with its
selection practices.  The arbitrator may
grant injunctions or other relief in such dispute or controversy.  The decision of the arbitrator shall be
final, conclusive, and binding on the Parties to the arbitration.  Judgment may be entered on the arbitrator’s
decision in any court of competent jurisdiction.  Unless otherwise required to preserve the
enforceability of this arbitration clause, the Company and Contractor shall
each pay one-half of the costs and expenses of such arbitration.


 


(b)                                 Equitable Relief.  Contractor agrees that it would be impossible
or inadequate to measure and calculate the Company’s damages from any breach of
the covenants set forth in Section 4 or 5 herein.  Accordingly, Contractor agrees that if
Contractor breaches Sections 4 or 5, the Company will have 


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


available, in addition to any other
right or remedy available, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and
specific performance of any such provision. 
Contractor further agrees that no bond or other security shall be
required in obtaining such equitable relief and Contractor hereby consents to
the issuances of such injunction and to the ordering of such specific
performance.


 


12.                               Miscellaneous.


 


(a)                                  Amendments and Waivers.  Any term of this Agreement may be amended or
waived only with the written consent of the Parties.


 


(b)                                 Entire Agreement.  This Agreement, including the Exhibits
hereto, constitutes the entire agreement of the Parties and supersedes and
replaces all oral negotiations and prior writings with respect to the subject
matter hereof.


 


(c)                                  Notices.  Any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon receipt, when delivered personally or by courier or overnight
delivery service, or three days after being deposited in the regular United
States mail as certified or registered mail (airmail if sent internationally)
with postage prepaid, if such notice is addressed to the party to be notified
at such party’s address or facsimile number as set forth below, or as
subsequently modified by written notice.


 


(d)                                 Governing Law.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to its principles of conflict of laws.


 


(e)                                  Legal Fees.  If any dispute arises between the Parties
with respect to matters covered by this Agreement which leads to a proceeding,
pursuant to Section 11, to resolve such dispute, the prevailing party in
any such proceeding shall be entitled to receive its reasonable attorneys’
fees, expert witness fees and out-of-pocket costs incurred in connection with
such proceeding, in addition to any other relief to which it may be entitled.


 


(f)                                    Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, then such unenforceable
provision shall be deemed modified so as to be enforceable (or if not subject
to modification then eliminated herefrom) for the purpose of those procedures
to the extent necessary to permit the remaining provisions to be enforced.


 


(g)                                 Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.


 


(h)                                 Advice of Counsel.  EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING
THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT.  THIS
AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF.


 


(i)                                     Compliance with Laws. 
The Parties agree to
abide by the Company’s compliance policies and all federal, state or local
laws, regulations, ordinances or other legal requirements in connection 


 


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  Initials:
  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


with the performance of the
Services hereunder.  In addition, at all
times during this Agreement, Contractor shall have in effect all licenses,
permits and authorizations for all local, state, federal and foreign
governmental agencies to the extent the same are necessary to the performance
of the Services hereunder and will verify all such licenses, permits and
authorizations are in place before performing any Services under this
Agreement.  Consultant shall not perform
any Services under this Agreement for which he does not hold all necessary
licenses, permits and authorizations and will hold the Company harmless in all
respects for any claims or actions resulting from Contractor’s violation of
this provision.


 


[SIGNATURE
PAGE FOLLOWS]


 


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  Initials:  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M. /s/ W.B.H

  



 


IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the day and year first
written above.


 


 


	
  JOHN
  ADLER, M.D.

  	
   

  	
  ACCURAY,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John
  Adler, M.D.

  	
   

  	
  Name:

  	
  Wade
  Hampton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Contractor

  	
   

  	
  Title:

  	
  SVP,
  Chief Sales Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  894
  Tolman Drive

  	
   

  	
  Address:

  	
  1310
  Chesapeake Terrace

  
	
   

  	
  Stanford,
  CA 94305

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sunnyvale,
  CA 94089

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
  (650)
  852.9626

  	
   

  	
  Telephone:

  	
  1.408.789.4239

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/
  John Adler, M.D.

  	
   

  	
  Signature:

  	
  /s/
  Wade Hampton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  3/3/09

  	
   

  	
  Date:

  	
  3/14/09

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Darren
  Milliken

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Interim
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
  1310
  Chesapeake Terrace

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sunnyvale,
  CA 94089

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Telephone:

  	
  1.408.716.4648

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature:

  	
  /s/
  Darren Milliken

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  3-5-09

  



 


9

















 


	
   

  	
   

  	
  Initials:  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


EXHIBIT A


 


SERVICES


 


1.               Description
of Services.


 


Contractor will be present at and participate in VIP visits arranged by
Company at Stanford University Medical Center (“SUMC”). In addition, Contractor
will travel to and participate in both domestic and international sales visits
as requested by Company.  Finally,
Contractor will travel to and participate in certain domestic tradeshows or
symposiums which Company requests that Contractor attend.  As soon as practicable following the
execution of this Agreement, Contractor and the Company shall meet to schedule
the specific Services to be performed during the first calendar quarter that
this Agreement is in effect. Thereafter, Contractor and the Company shall meet
at least thirty (30) days in advance of the end of each calendar quarter to
schedule the Services to be performed during the subsequent calendar quarter.


 


2.               VIP
Visits.


 


Contractor’s duties and
deliverables in connection with Contractor’s participation in Company’s VIP
visits at Accuray (up to two (2) visits per month with a maximum of nine (9) visits
per year) will include:


 


2.1.           Question and Answer
Sessions:  Contractor
will participate in a thirty (30) minute “Question and Answer” session during
the VIP visit at Accuray.


 


2.2.           Lunches/Dinners:  Contractor will attend a lunch or dinner
meeting, as applicable, following the VIP visit.


 


3.               Sales
Visits/Tradeshows/Symposiums.


 


Contractor’s duties and deliverables in connection with Contractor’s
travel to and participation in sales visits and tradeshows will include:


 


3.1.           Domestic Sales
Visits/Tradeshows/Symposiums:  Contractor will travel to and attend domestic
sales visits, tradeshows, and symposiums as requested by Company, up to three (3) trips
per year collectively requiring a total of no more than four (4) days.


 


3.2.           Mexican and Canadian Sales
Visits:  One (1) trip per year to
Canada or Mexico              lasting for two
(2) full days with customer.


 


3.3.           International Sales Visits
(outside of North America):  Contractor will travel to and attend Sales
Visits in Europe and other international markets (for example: India, Asia,
South America, and/or other emerging markets) as requested by Company.  At Company’s option, these sales visits shall
consist of approximately five (5) international trips collectively
requiring a total of no more than exactly twenty five (25) days.


 


3.4.           Notice: To the extent
possible, Company shall use commercially reasonable efforts to provide
Contractor with at least three (3) weeks prior notice of any travel
required in connection with sales visits and attendance at trade shows and symposiums.


 


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  Initials:  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


EXHIBIT B


 


COMPENSATION


 


1.                                       Compensation. Contractor shall be
compensated for Services performed according to this Agreement as follows:


 


1.1.                              Compensation
for VIP Visits and Webcast support:


 


	
   

  	
  1.1.1.

  	
  Q & A Session:

  	
  $650 per Q&A session

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.2.

  	
  Lunch or Dinner:

  	
  $650 per Lunch or Dinner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.3.

  	
  Maximum Compensation per Visit:

  	
  $1,300 per Visit

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.4.

  	
  Webcast with Q&A

  	
  $650 per session

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.5.

  	
  Maximum Annual Compensation:

  	
  $15,600 per year

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.6.

  	
  Maximum annual compensation for VIP Visits is based on nine
  (9) VIP visits (Q&A session with Lunch/Dinner) and six
  (6) webcasts per year.

  



 


1.2.                              Compensation
for Attending Domestic Sales/Tradeshow/Symposium Visits:


 


	
   

  	
  1.2.1.

  	
  Domestic Sales/Tradeshow/Symposium:

  	
  $4,800 per day

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2.2.

  	
  Maximum Annual Compensation:

  	
  $19,200 per year

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2.3.

  	
  Maximum annual compensation for domestic sales visits, tradeshows,
  and symposiums is based on three (3) trips per year collectively
  requiring a total of no more than four (4) days.

  



 


1.3.                              Compensation
for Mexico and Canada Visits:


 


	
   

  	
  1.3.1.

  	
  Sales Visit in Mexico/Canada:

  	
  $4,800 per day

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3.2.

  	
  Maximum Annual Compensation:

  	
  $9,600 per year

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3.3.

  	
  Maximum annual compensation for Sales Visits in either Mexico or
  Canada is based on one (1) trip per year collectively requiring a total
  of no more than two (2) days.

  



 


1.4.                              Compensation
for Attending International (outside of N. America) Sales Visits:


 


	
   

  	
  1.4.1.

  	
  International Sales Visits:

  	
  $4,948 per day

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4.2.

  	
  Maximum Annual Compensation:

  	
  $123,700 per year

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4.3.

  	
  Maximum annual compensation for International Sales Visits is based
  on approximately five (5) trips per year collectively requiring a total
  of no more than exactly twenty five (25) days.

  



 


11

















 


	
   

  	
   

  	
  Initials:  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


1.5.                              Notwithstanding the forgoing, in the event Company requests that
Contractor travel to and attend an International Sales
Visit/Tradeshow/Symposium (including Mexico and Canada) without at least 30
days prior notice, then Company shall pay contractor an additional $1,000 in
addition to the applicable compensation to cover last minute costs.


 


2.                                       Payment.  Contractor’s maximum possible annual
compensation from Company under this Agreement is $168,100 to be paid quarterly
in advance, in four (4) equal installments of $42,025 per quarter
beginning on the day that this Agreement is signed by both Parties and
thereafter on the first business day of each quarter.  Should Contractor not perform certain of the
above objectives, then future quarterly payments to Contractor may be offset by
the corresponding amount of the Services not performed.  If at the end of the term of this Agreement,
certain Services were not performed, and Contractor’s failure to perform such
services has not been offset against any subsequent quarter’s installment, then
Contractor shall reimburse Company for the corresponding amount of the services
not performed within thirty (30) calendar days.


 


EXHIBIT C


 


LIST OF POTENTIAL CONFLICTS


 


Cyberknife
Society


 


12

















 


	
   

  	
   

  	
  Initials:  Contractor 

  	
  /s/ J.R.A.

  
	
   

  	
   

  	
  Accuray 

  	
  /s/ D.M.

  



 


EXHIBIT D


 


CONTRACTOR TIME RECORD


 


Contractor:


 


	
  Date

  	
   

  	
  Description of Services Performed

  	
   

  	
  Locations of Services Performed

  	
   

  	
  Number

  of Days/Visits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


This record is a complete
and accurate description of the Services I performed and the time spent in
connection therewith on behalf of Accuray Incorporated on the dates specified
above.


 


 


	
   

  	
   

  	
   

  
	
  Contractor

  	
   

  	
  Date

  



 


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