Separation Agreement with Shahriar Matin dated July 28, 2020

Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT

This Confidential Separation Agreement (“Agreement”), dated as of July 6, 2020, is entered into between ViewRay, Inc., a Delaware Corporation, together with its existing and future subsidiaries and controlled affiliates (“ViewRay”), and Shahriar Matin (“Executive”) and hereby modifies the severance and other related provisions of that certain Employment Agreement entered into between ViewRay and Executive dated July 22, 2018 (as amended December 20, 2018, the "Original Agreement").  Unless otherwise defined herein, any capitalized terms used in this Agreement shall have the meaning set forth in Annex A attached hereto.

         WHEREAS, ViewRay and Executive previously entered into the Original Agreement which, under certain defined circumstances, provided varying levels of severance payments and benefits in the event of Executive's separation of employment from ViewRay.

WHEREAS, as a result of the international COVID-19 pandemic and the circumstances related thereto, ViewRay must enact certain cost containment and preservation measures including, but not limited to, reducing executive level headcount.

WHEREAS, in order to implement such measures while also maintaining maximum organizational capability and preserving optionality in the event the international business environment recovers more rapidly than expected, ViewRay has designed a severance program that allows impacted executives to continue working during their severance period in exchange for enhanced severance payments and benefits.

WHEREAS, the executive severance program is hereafter referred to as the "Impacted Teammate Program".  One of the primary goals of the design and development of the Impacted Teammate Program is to provide each affected executive a severance opportunity that meets or exceeds that provided under their Original Agreement.

WHEREAS ViewRay and Executive intend the terms and conditions of this Agreement to govern all issues related to the Executive's employment and separation from the ViewRay; and

         NOW, THEREFORE, in consideration of the mutual promises made herein, ViewRay and Executive (collectively referred to as the "Parties") hereby agree as follows:

a.Decline Impacted Teammate Program.  In the event Executive elects to not participate in the Impacted Teammate Program and therefore not agree to the terms and conditions of this Agreement, Executive will remain subject to the Original Agreement and shall be entitled to receive

the severance payments and other benefits provided thereunder, subject to Executive's full and continued compliance with the terms and conditions set forth thereunder.

b.Participation in Impacted Teammate Program.  In the event Executive elects to participate in the Impacted Teammate Program, the terms and conditions of the Program are set forth below.

i.Continued Employment at Regular Pay During Severance Period.  Executive will remain employed in Executive's current role for up to twelve (12) months following the date of full execution of this Agreement (hereafter, the "Severance Period").  Executive will be compensated at Executive's full 2020 base salary of $16,918.27 per regular bi-weekly pay period for work performed during the Severance Period.  After the first six (6) months of the Severance Period, ViewRay and Executive may mutually agree to a reduced (i.e., 75%) work schedule designed to allow Executive flexibility to engage in efforts to find alternative employment.  Any such agreed upon work schedule reduction will not result in any reduction in Executive's work-related compensation during the Severance Period.  All payments hereunder are subject to all applicable deductions and withholdings as required by federal, state, and local laws.

ii.Annual Incentive Plan.  In the event Executive remains employed in Executive's current role for the entire 2020 calendar year (through and including December 31, 2020), Executive will be eligible for his or her full Annual Incentive Plan ("AIP") or other such target bonus payout on the date such AIP or other such target bonus payments are made to other eligible ViewRay employees.  Notwithstanding anything to the contrary under this Agreement, in the event Executive resigns his or her employment during the Severance Period or is terminated without Cause, the provisions of Section 6.2 of his Original Agreement shall govern the payout of Executive’s bonus under this Agreement, in lieu of AIP. In the event Executive is eligible for both a target bonus and AIP, this section only entitles Executive to receive the greater of the two payout amounts.

iii.Accelerated Restricted Stock Unit Vesting.  In the event Executive remains employed in Executive's current role for the entire Severance Period (at either 100% or a reduced work schedule during the second six (6) months of the Severance Period, as set forth above), ViewRay agrees to vest all of Executive's then unvested Restricted Stock Units ("RSUs") pursuant to the authority granted under Sections 3.5 and 3.05 of those certain Restricted Stock Unit Award Agreements related to Executive's 2015 Restricted Stock Unit Award Grant Notice and 2018 Restricted Stock Unit Award Grant Notice (the "RSU Agreements").  

In the event Executive is terminated with Cause under paragraph 2.b.viii below prior to the passage of six (6) months of the Severance Period, Executive will forfeit all then unvested RSUs.  

In the event Executive is terminated with Cause under paragraph 2.b.viii below after the passage of six (6) months of the Severance Period but prior to the end of the Severance Period, ViewRay, pursuant to the above referenced authority in the RSU Agreements, agrees to vest Executive's then unvested RSUs prorated on a six-month basis up to the date of such termination, e.g. if such termination occurred three (3) months following the beginning of the second six (6) months of the Severance Period, the pro-rata amount would equal fifty percent (50%) of Executive’s then unvested RSUs.

In the event Executive resigns his or her employment during the Severance Period or is terminated without Cause, the vesting provisions of Section 6.2 under his Original Agreement shall govern the vesting of Executive’s RSUs (however, such provision shall be limited to RSU vesting

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and shall not pertain to vesting of any other form of equity grants made to Executive, e.g., incentive option awards).

iv.Stock Options, Equity Grants, and Merit Increases.  All of Executive's unvested stock options will be forfeited as of the date of the full execution of this Agreement.  Executive shall have one (1) year from his or her termination date, regardless of the timing of such termination during or at the conclusion of the Severance Period, to exercise Executive's vested stock options.  Additionally, subject to the provisions of paragraph 2.b.x below, Executive will not be eligible for either a 2020/2021 merit increase or ViewRay's Q1 Annual Equity Grant.

v.Benefits and COBRA.  Executive will remain eligible for all ViewRay benefits Executive was eligible to receive immediately prior to the full execution of this Amended Agreement.  Such benefits include, but are not limited to, ViewRay’s group health insurance plan.  Upon Executive's termination of employment, regardless of the timing of such termination during the Severance Period, to the extent Executive timely and properly elects health insurance continuation coverage under ViewRay’s group health insurance plan for Executive under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), ViewRay shall pay for the cost of the monthly COBRA premium for continuing health insurance coverage for Executive (the “COBRA Reimbursement”) until the earliest of: (i) twelve (12) months from Executive's termination date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage under ViewRay’s group health insurance plan; and (iii) the date on which Executive secures other employment.  If ViewRay’s making the COBRA payment under this paragraph would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this paragraph in a manner as is necessary to comply with the ACA.

vi.401k Contributions.  Executive may continue to contribute his or her own funds to his or her 401k plan during any period of continued employment during the Severance Period.  If ViewRay elects to reinstate the contribution matching program on or after January 1, 2021 or issues a make-up contribution for any lost matching contributions from 2020, Executive will benefit equally from such elections as all other ViewRay employees to the extent Executive remains employed when such elections go into effect.

vii.ViewRay's Without Cause Termination of Executive During Severance Period.  In the event Executive's employment is terminated during the Severance Period by ViewRay without Cause, Executive shall be entitled to receive the number of months of severance pay remaining in the Severance Period. For the sake of clarity, if ViewRay terminates Executive's employment after three (3) months of the Severance Period, Executive will be entitled to an additional nine (9) months of severance pay.  Similarly, if ViewRay terminates Executive's employment without Cause after nine (9) months of the Severance Period, Executive will be entitled to an additional three (3) months of severance pay.  All payments hereunder are subject to all applicable deductions and withholdings as required by federal, state, and local laws and Executive will receive such severance pay for the remainder of the Severance Period via ViewRay's regular bi-weekly pay schedule.  

The following terms and conditions shall also apply in the event of ViewRay's without Cause termination of Executive during the Severance Period: (a) Executive will be eligible for the COBRA Reimbursement as set forth in paragraph 2.b.v above; (b) Executive will be eligible for his or her 2020 AIP or target bonus opportunity in accordance with Section 2.B.ii above (c) regardless of the timing of ViewRay's without Cause termination during the Severance Period, the vesting provisions of Section 6.2 under Executive’s Original Agreement shall govern the vesting

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of Executive’s RSUs (however, such provision shall be limited to RSU vesting and shall not pertain to vesting of any other form of equity grants made to Executive, e.g., incentive option awards); and (d) regardless of the timing of ViewRay's without Cause termination during the Severance Period, Executive shall have one (1) year from the termination date to exercise Executive's vested stock options.  

viii.Executive's Resignation During Severance Period.  In the event Executive resigns his or her employment during the Severance Period with or without Good Reason, Executive shall be entitled to receive the remainder of his or her then unpaid severance allowance under the Original Agreement.  Executive was entitled to 12 months of severance pay under the Original Agreement.  For the avoidance of doubt, if Executive resigns his or her employment during the Severance Period after three (3) months of the Severance Period, Executive will be entitled to an additional nine (9) months of severance pay.  Similarly, if Executive resigns his or her employment during the Severance Period, after nine (9) months of the Severance Period, Executive will be entitled to an additional three (3) months of severance pay.  All payments hereunder are subject to all applicable deductions and withholdings as required by federal, state, and local laws and Executive will receive such severance pay for the remainder of the Severance Period via monthly installments.  

In the event of Executive's resignation during the Severance Period: (a) Executive will be eligible for the COBRA Reimbursement as set forth in paragraph 2.b.v above.

In the event of Executive's resignation during the Severance Period Executive will be eligible for his or her 2020 AIP or target bonus opportunity in accordance with Section 2.B.ii above.

With regard to Executive's unvested RSUs, if Executive resigns prior to the passage of the Severance Period, the terms of Section 2.b.iii above shall apply; and regardless of the timing of Executive's resignation during the Severance Period, Executive shall have one (1) year from the termination date to exercise Executive's vested stock options.  

ix.Change in Control During Severance Period.  In the event ViewRay closes a Change in Control transaction while Executive remains employed during the Severance Period, Executive shall have the option to either (a) remain subject to the terms and conditions of the Impacted Teammate Program under this Agreement or (b) revert to and become subject to the Change in Control termination and severance provisions as set forth in Executive's Original Agreement.

x.General Release of Claims.  As set forth in paragraph 1 above, ViewRay will provide Executive the Release, in the form attached hereto at Exhibit A, on the date of his or her termination, whenever the termination takes place either during the Severance Period or after the expiration of the Severance Period, and Executive will thereafter have the number of days set forth therein to consider and execute the Release.  Executive hereby acknowledges and agrees that his or her entitlement to the payments and benefits set forth in this paragraph 2 are fully contingent upon Executive's execution and non-revocation of the Release.  In the event Executive fails to execute the Release after the effective date of his or her termination, Executive will be required to immediately pay back and/or return all payments and benefits theretofore received as consideration under this Agreement and ViewRay will be thereafter relieved of any obligation to pay or provide any additional pay or benefits hereunder.

xi.Continued Employment After Severance Period.  In the event ViewRay offers to, and Executive accepts, continued employment to Executive after the expiration of the Severance Period, ViewRay will perform an individual assessment of Executive's forfeited compensation

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variables during the Severance Period.  Such an assessment may consider, amongst other things, (a) eligibility for a 2020/2021 merit increase (including a make-whole true-up), (b) applicable 2021 AIP participation, (c) 401k matching contribution true-up, (d) 2021 Annual Equity Grant participation and normal vesting thereunder, and (e) reinstatement of the terms and conditions of the Original Agreement.

Executive hereby acknowledges and agrees that his or her entitlement to the payments and benefits set forth in this paragraph 2 are fully contingent upon Executive’s execution and subsequent non-revocation of the RELEASE, a form of which is attached as Exhibit A hereto, after Executive’s effective termination date.

Except as expressly provided in this Agreement, or an accrued benefit to which Executive is already entitled, Executive will not receive any additional compensation, bonus, severance, commissions, or other benefits after the Separation Date.  Notwithstanding the foregoing, ViewRay will not oppose any application for unemployment insurance, although ViewRay will respond truthfully to any inquiries relating to such application. Further, nothing in this Agreement shall impact Executive’s rights to any vested retirement benefits. Executive acknowledges that payment of any amounts to, or on behalf of, Executive under this Agreement does not, in any way, extend the period of employment or continuous service beyond the last day of employment or confer any other rights or benefits other than what may be set forth expressly herein.

a.Protection of Confidential and Proprietary Information.  The Executive agrees not to disclose, sell or transfer to any person, firm, corporation, association or other entity, at any time in the future, any confidential, proprietary and trade secret information concerning ViewRay or its affiliates, including, but not limited to any and all information regarding: (i) business plans and strategies; (ii) business contacts; (iii) research and development; (iv) computer programs, software, applications, directories, databases, passwords and access codes; (v) confidential personnel matters unrelated to wages, hours, or other terms and conditions of employment; (vi) operation methods and information, and accounting, financial and planning techniques; (vii) operating, administrative and training materials; (viii) marketing and sales strategies, materials and information; and (ix) any other trade secret or non-public financial, licensing, or marketing information relating to ViewRay or its affiliates (collectively, “confidential and/or proprietary information”).  The Executive also agrees not to use, at any time in the future, any confidential and/or proprietary information of ViewRay or its affiliates for her own purposes and/or benefit, whether for personal or business reasons. Further, whether or not the Executive signs this Agreement, and notwithstanding the Executive’s separation from employment, the Executive agrees to abide by all of ViewRay’s policies, rules and procedures that relate to the protection of confidential and/or proprietary

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information and hereby affirms and acknowledges he or she remains subject and bound by the terms and conditions of that certain Employee Confidential Information and Invention Assignment Agreement dated July 22, 2018 by and between Executive and ViewRay ("Confidentiality Agreement").  The Executive agrees that ViewRay’ confidential and/or proprietary information is: (a) is valuable, special and a unique asset of ViewRay; (b) provides ViewRay with a substantial competitive advantage; and (c) is a legitimate business interest justifying the need for the restrictions in this paragraph.

b.           Federal Defend Trade Secrets Act Notice. The Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Should the Executive file a lawsuit against the Company for retaliation for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

c.        Non-Solicitation.  In order to assure the protection of the ViewRay's confidential and/or proprietary information (which, by definition above, includes ViewRay's trade secrets), for a period of one (1) year following Executive's termination date, Executive shall refrain from the following:

i.inducing or attempting to induce any of ViewRay's clients, customers, distributors or suppliers to reduce the level of business with or to cease or refrain from doing business with ViewRay, or in any way materially interfere with relationships between ViewRay and any such client, customer, distributor or supplier;

ii.inducing, attempting to induce, or proselyting for hire or any other purpose, any of ViewRay's employees or agents, and shall not attempt to alienate any such persons from ViewRay, or otherwise attempt to interfere, to ViewRay's detriment, with the relationship between ViewRay and such person; or

iii.interfering with any contracts or business relationships or prospective business relationships between ViewRay and any third party, including without limitation, third-party vendors, suppliers and distributors.

Executive shall retain the right to use his or her knowledge for his or her own benefit, including but not limited to working with contacts, consultants, or people met during the course of employment and engaging in employment in a similar industry, without disclosing ViewRay's confidential and/or proprietary information.

d.Return of Confidential and/or Proprietary Information.  On or immediately following the Separation Date, the Executive shall return to ViewRay all documents reflecting confidential and/or proprietary information belonging to ViewRay which are in the Executive’s possession or under the Executive’s control and shall not retain any copies or other reproductions, or extracts thereof, whether paper or electronic, thereafter.  

e.         Confidentiality of Agreement.  The Executive agrees not to disclose at any time in the future any of the terms of this Agreement, except that the Executive may disclose the terms of this Agreement: (i) as may be required by law; (ii) to any taxing authority, such as the IRS; (iii) to a

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court of competent jurisdiction for purposes of enforcement of, or for demonstrating a breach of this Agreement; and, (iv) to the Executive’s spouse, attorney and/or tax and financial advisors, provided that the individual first agrees to keep this information confidential.  The Executive acknowledges and agrees that any other disclosure regarding the terms of this Agreement would constitute a material breach of the Agreement.  

f.       Response to Subpoenas.  If the Executive is compelled by legal subpoena or court order to provide information covered by this paragraph 4, prior to such disclosure, the Executive will immediately provide a copy of such judicial order or subpoena, by hand delivery and/or E-mail, to ViewRay, General Counsel, Email: ***@***.  The Executive agrees to provide ViewRay with a reasonable opportunity to intervene to assert what rights it may have to non-disclosure, prior to any response to the order or subpoena.  However, nothing in this paragraph is intended to, nor should be construed to limit the Executive’s rights as outlined in paragraph 7 below.

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[Signature page to follow]

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Executive acknowledges that he/she has read and understands the contents of this Agreement, that he/she has received a copy of it and agrees to be bound by it.

EXECUTIVE:

________________________________

Date:  ___________________________

VIEWRAY, INC.

By:  ____________________________

Its:   ____________________________

________________________________

Date:  __________________________

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Annex A

“Cause” means:

(a)Executive’s willful failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental illness);

(b)Executive’s willful failure to comply with any valid and legal directive of the person or entity to whom you report;

(c)Executive’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to ViewRay or its affiliates;

(d)Executive’s embezzlement, misappropriation or fraud, related to Executive’s employment with ViewRay;

(e)Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs Executive’s ability to perform services for ViewRay or results in material reputational or financial harm to ViewRay or its affiliates; or

(f)Executive’s violation of a material policy of ViewRay.

For purposes of this definition, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of ViewRay.

“Change in Control” shall mean: (i) a sale of all or substantially all of the assets of ViewRay and its subsidiaries taken as a whole or (ii) a merger, consolidation or other similar business combination involving ViewRay, if, upon completion of such transaction the beneficial owners of voting equity securities of ViewRay immediately prior to the transaction beneficially own less than fifty percent of the successor entity’s voting equity securities; provided, that “Change of Control” shall not include a transaction where the consideration received or retained by the holders of the then outstanding capital stock of ViewRay does not consist primarily of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any successor statute and/or (iii) securities for which ViewRay or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within ninety days of completion of the transaction for resale to the public pursuant to the Securities Act.

“Covered Period” means the period of time beginning on the first occurrence of a Change in Control and lasting through the eighteen (18) month anniversary of the occurrence of the Change in Control. The Covered Period shall also include the ninety (90) day period before the occurrence of the Change in Control.

“Good Reason” means:

(a)a reduction in Executive’s base salary;

(b)a reduction in Executive’s target annual bonus opportunity;

(c)a relocation of Executive’s principal place of employment by more than fifty (50) miles;

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(d)ViewRay’s failure to obtain an agreement from any successor to assume and agree to perform the obligations in the same manner and to the same extent that ViewRay would be required to perform, except where such assumption occurs by operation of law; or

(e)a material, adverse change in Executive’s title, reporting relationship, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law).

“Qualifying Termination” means the termination of Executive’s employment during the Covered Period either:

(a)by ViewRay without Cause; or

(b)by Executive for Good Reason.

A Qualifying Termination that occurs during the ninety (90) day period before the first occurrence of a Change in Control will be deemed to occur upon the occurrence of the Change in Control for purposes of this Agreement.

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Exhibit A

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”), dated as of _________ __,  20__, is entered into between ViewRay, Inc., a Delaware Corporation., together with its existing and future subsidiaries and controlled affiliates (“ViewRay”), and ________________ (“Executive”) (collectively, the “Parties”).  Unless otherwise defined herein, any capitalized terms used in this Release shall have the meaning set forth in the Amended and Restated Confidential Separation Agreement ("Agreement").

The Parties agree as follows:

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Executive intends the releases set forth in this Release to include all claims encompassed by paragraph 2, whether known and/or unknown, to waive and relinquish every right or benefit he or

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she has, had, or may have under California Civil Code section 1542, and intend his or her release to extend to, and include without limitation all claims which are presently unknown, unanticipated and/or unsuspected.  

Executive further acknowledges and agrees that California Labor Code section 206.5 is not applicable to the resolution of this matter.  That section provides in pertinent part as follows:

In connection with the foregoing, Executive acknowledges, agrees, represents and warrants that, at all times relevant to Executive's employment with ViewRay, Executive has been fully and properly paid for all time worked, or there is otherwise a genuine, reasonable, and good faith dispute between the parties with respect to same, and that, by this Release, Executive is releasing any claim to entitlement for any recovery of any nature whatsoever arising out of any such claim.

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The Executive represents and warrants that the Executive has read this Release in its entirety, has been offered a period of twenty-one (21) days to review this Release and incorporated release prior to its execution, and has been advised in writing herein to consult with counsel.  The Executive further represents and warrants that the Executive is of sound mind and fully understands and voluntarily assents to all of the terms of the Release.

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