Offer Letter by and between Registrant and Shigeyuki Hamamatsu, dated August 14, 2018

Compensation: Solely during the period that you are the Company’s Interim Chief Financial Officer, you will receive additional annual base salary of $50,000, which shall be in addition to your current annual base salary of $325,000, paid in accordance with the Company’s regular payroll practices and subject to applicable withholdings.  Employee salaries are currently paid on a bi-weekly payroll schedule, every other Friday.  The Company reserves the right to change your compensation, hours, duties and benefits as it deems necessary.

Corporate Bonus: Solely during the period that you are the Company’s Interim Chief Financial Officer, your target bonus percentage will be increased to a total of fifty percent (50%).  For the avoidance of doubt, in the event that you are only the Company’s Interim Chief Financial Officer for a portion of a particular fiscal year, then your target bonus percentage for such fiscal year will be prorated based on the number of days that you were in the Interim Chief Financial Officer role during such fiscal year relative to the number of days that you were not in such role, taking into account the target bonus percentages applicable to each role that you held.  By way of example only, if you assumed the role of Interim Chief Financial Officer for 182 days in a fiscal year with a target bonus percentage of fifty percent (50%) and for the other 183 days in such fiscal year you were not the Interim Chief Financial Officer and had a target bonus percentage of thirty-five (35%), then your prorated target bonus percentage would be approximately forty-two and one half percent (42.5%).

Restricted Stock Units:  If you accept this offer, we will recommend to the Board of Directors of the Company or its delegated committee that you be granted twenty-five thousand (25,000) restricted stock units (“RSUs”) under the Accuray Incorporated 2016 Equity Incentive Plan. The grant of the RSUs is subject to and conditioned on approval of the grant and its terms by the Board of Directors of the Company or its delegated committee.  One hundred percent (100%) of the RSUs shall vest on December 31, 2019, subject to your continuous status as a service provider through such date.  The RSUs will be subject to all of the terms and conditions of the 2016 Equity Incentive Plan and the form of restricted stock unit award agreement adopted thereunder.

Termination of Employment:  Solely during the period that you are the Company’s Interim Chief Financial Officer and for twelve (12) months thereafter, in the event that the Company terminates your employment without Cause (as defined below) or you resign from such employment for Good Reason (as defined below), then, if you execute a separation agreement and general release in form and substance acceptable to the Company (the “Release”) and the same becomes irrevocable pursuant to its terms within the 60-day period following your termination of employment, you will also be eligible to receive:

payment of the equivalent of your base salary without regard to any reduction that would otherwise constitute Good Reason you would have earned over the next six (6) months following the termination date (less necessary withholdings and authorized deductions) at your then current base salary rate, payable in a lump sum on the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable (the “Release Effective Date”), but in any event within ten (10) business days of the Release Effective Date;

payment of a prorated portion of the actual bonus you would have otherwise received for the fiscal year during which the termination occurs, as if you had remained employed by the Company through the date that would have otherwise been required to earn the bonus, but without the Board or any committee of the Board exercising any negative discretion to reduce the amount of the award, calculated by dividing the number of days from the start of the fiscal year through the termination date by 365 and multiplying the amount of such actual bonus you would have otherwise received by this percentage (but not by more than 100%), and paid at the same time as bonuses are paid to other Company executives that are similarly situated to you; provided, however, that if the termination date is after the seventh month of the fiscal year, the actual bonus will not be prorated and you will receive 100% of such actual bonus you would have otherwise received for that fiscal year at the same time as bonuses are paid to other Company executives that are similarly situated to you;

to the extent permissible under applicable law, reimbursement of insurance premiums payable to retain group health coverage as of the termination date for you and your eligible dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for six (6) months or the maximum period of COBRA coverage, whichever is less; provided that you must submit a reimbursement request in accordance with Company policy within thirty (30) days of paying such insurance premiums.  The Company will reimburse you within thirty (30) days of receiving a properly submitted request. In addition, if you accept other employment within such six (6) months, the Company’s obligation under this subsection (c) will be extinguished as of the date you become covered under the group health plan of your new employer; and

payment for executive outplacement assistance services with the Company’s then current outplacement services vendor and in accordance with the Company’s then current policies and practices with respect to outplacement assistance for other executives of the Company for up to twelve (12) months after the termination date.

At-Will Employment: Notwithstanding the foregoing, you should be aware that your employment with the Company continues to be for no specified period and constitutes "at-will" employment.  As a result, you are free to terminate your employment at any time, for any reason or for no reason.  Similarly, the Company is free to terminate your employment at any time, for any reason or for no reason.  In the event of termination of your employment, you will not be entitled to any payments, benefits, damages, awards, or compensation other than (a) as may otherwise be available in accordance with the Company's established employee plans and policies at the time of termination, (b) as set forth in Section 4 above, or (c) as set forth in your Change in Control Agreement.