Accuray(ARAY) - 2026 Q1 - Quarterly Results

Engagement Agreement Overview This section outlines the formal engagement of Dedication Capital, LLC and Steven F. Mayer as the Company's Transformation Board Sponsor, detailing the scope of services, term, compensation, expense reimbursement, confidentiality obligations, and other legal and operational terms of their independent contractor relationship 1.1 Appointment and Services Steven F. Mayer is appointed as Transformation Board Sponsor, serving for a defined term with duties and reporting structures specified in Schedule 1. The agreement allows for other professional activities as long as they don't conflict or interfere with the Sponsor's role - Steven F. Mayer appointed Transformation Board Sponsor upon acceptance of agreement terms[2] - Service scope, authority, and reporting are detailed in Schedule 1[2] - Permitted to engage in other activities, provided they don't materially interfere or conflict with the Sponsor role and confidentiality is maintained[2] 1.2 Term, Time, Location and Compensation This section specifies the start and end dates of the engagement, the expected time commitment, and the general framework for compensation and work location, with specifics deferred to Schedule 2 Engagement Term | Metric | Date | | :----- | :--- | | Start Date | October 20, 2025 | | End Date | October 19, 2026 | - Services to be performed at Company offices in Madison, Wisconsin, other Company facilities, and remotely (e.g., Los Angeles, California)[3] - Details for time devoted and compensation are set forth on Schedule 2[3] 1.3 Reimbursement of Expenses The Company will reimburse Dedication Capital and Steven F. Mayer for ordinary, reasonable out-of-pocket business expenses, including travel, with specific provisions for first-class air travel and luxury ground transportation - Reimbursement for ordinary, reasonable out-of-pocket business expenses, including travel costs[4] - Entitled to first-class (or business class if unavailable) air travel and reasonable luxury ground transportation and hotel accommodations[4] - Option to fly private, with reimbursement capped at the cost of a first-class refundable commercial ticket for the same route and date[4] - Expenses reimbursed within twenty (20) business days after Company's receipt of evidence of payment[4] 1.4 Confidentiality This section defines 'Confidential Information' and outlines strict obligations for Dedication Capital and Steven F. Mayer to maintain confidentiality, with specific exceptions for legal requirements or necessary business operations. It also details remedies for breach, procedures for returning information, non-disparagement clauses, and trade secret protections 1.4.1 Definition and Scope - Confidential Information includes strategies, operations, customers, channel partners, suppliers, and financial information[5] - Exclusions: information generally available to the public (not due to breach), previously available non-confidentially, independently developed, or received non-confidentially from a non-bound third party[5] 1.4.2 Permitted Disclosures and Usage - Confidential Information to be used solely in connection with services to the Company[6] - Permitted disclosures include: in response to legal process (with notice to Company if possible), required by law/regulation, to Company representatives/advisors, necessary for services, or to financial/tax/legal/accounting advisors[6] 1.4.3 Remedies for Breach - Money damages are not a sufficient remedy for breach of confidentiality; Company is entitled to equitable relief, including temporary/permanent injunction and specific performance, without bond if permitted[8] 1.4.4 Return of Information and Work Product - Upon termination, Dedication Capital and Steven F. Mayer must make all Confidential Information and Work Product available to the Company upon request and at the Company's sole cost and expense[9] - Work Product includes all writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials created or reduced to practice during services[9] 1.4.5 Non-Disparagement - Both parties agree not to make false, misleading, or disparaging statements about the other, their affiliates, products, services, management, employees, or customers[10] - Exception: Disparaging statements are permitted to the Company or its representatives in the course of, and in furtherance of, providing services[10] 1.4.6 Trade Secrets Act Notification - Notified that disclosure of trade secrets is not criminally or civilly liable under the Defend Trade Secrets Act if made in confidence to a government official or attorney for reporting suspected law violations, or under seal in a lawsuit[11] 1.5 Nature of Relationship Clarifies that Dedication Capital is an independent contractor, not an employee, agent, or joint venturer, and is solely responsible for their own tax consequences and not entitled to employee benefits - Dedication Capital and Steven F. Mayer are independent contractors, not employees, agents, or joint venturers of the Company[12] - Not entitled to any compensation or benefits offered by the Company to its employees (e.g., medical, dental, 401(k))[12] - Solely responsible for any tax consequences and payment/withholding of federal, state, or local taxes[12] 1.6 Acknowledgements This section includes mutual acknowledgements regarding termination rights, the handling of material nonpublic information, the permissibility of Steven F. Mayer's other professional engagements, and mutual representations and warranties 1.6.1 Termination Rights - Both the Company and Dedication Capital/Steven F. Mayer have the right to terminate the Term (with or without cause) in their sole discretion, subject to terms in Schedule 2[14] 1.6.2 Material Nonpublic Information - Acknowledges that received Confidential Information may contain material nonpublic information, and that U.S. securities laws prohibit insider trading or communicating such information for trading purposes[15] 1.6.3 Permitted Outside Activities - Company acknowledges that Steven F. Mayer may provide services and advice to others, even if conflicts arise, as long as they do not materially conflict or interfere with his services as Transformation Board Sponsor[16] 1.6.4 Party Representations and Warranties - Each party represents and warrants having requisite power/authority to execute and perform obligations, due authorization, no conflict with other agreements, and that the agreement is legal, valid, and binding[17] 1.7 Taxes Reaffirms that Dedication Capital and Steven F. Mayer are solely responsible for all income, employment, and other taxes related to the agreement, including timely remittance to relevant agencies - Dedication Capital and Steven F. Mayer are solely responsible for the payment and withholding of all income, employment, and other taxes attributable to them under this Agreement[18] - They or their affiliates shall timely remit all taxes to the Internal Revenue Service and any other required governmental agencies[18] 1.8 Section 409A Compliance States the parties' intent for the agreement's payments and benefits to comply with or be exempt from Internal Revenue Code Section 409A, with specific rules for expense reimbursements and installment payments - Intent is for payments and benefits to comply with or be exempt from Internal Revenue Code Section 409A[19] - Reimbursement rules: right not subject to liquidation/exchange, amount not affecting other years, payments within 30 days of expense, and not extending beyond 10 years post-lifetime[19] - Right to receive installment payments treated as a right to receive a series of separate and distinct payments for 409A purposes[19] 1.9 General Compliance Dedication Capital and Steven F. Mayer agree to comply with all applicable laws and Company policies, including periodic certifications regarding non-trading on material non-public information - Dedication Capital and Steven F. Mayer will comply with all applicable laws and material Company policies/instructions[20] - Expected to provide periodic certifications affirming no trading on material non-public information regarding Company securities[20] 1.10 Indemnification The Company agrees to indemnify Dedication Capital, Steven F. Mayer, and their affiliates to the same extent and terms as provided in a separate Indemnification Agreement dated June 6, 2025, for all services under this agreement - Company shall indemnify, defend, and hold harmless Dedication Capital, its officers, managers, equityholders, Steven F. Mayer, and their affiliates ('Indemnified Parties')[21] - Indemnification is to the same extent and terms as the Accuray Incorporation Indemnification Agreement dated June 6, 2025, for all services under this Agreement[21] - Steven F. Mayer retains rights under the Indemnification Agreement and Company's director and officer insurance coverage for services and as a director[21] 1.11 Matters Relating to Equity Awards The Company commits to promptly register Initial Restricted Shares and shares from PSAs with the SEC and state authorities, ensuring they are freely tradeable after vesting. It also defines 'vest' and 'vesting' for these awards - Company shall promptly register Initial Restricted Shares and all shares from PSAs with the SEC and under applicable state securities laws[22] - Company will use reasonable best efforts to keep registration statements effective and ensure shares are freely tradeable after vesting[22] - Definition of 'vest'/'vesting': full and unrestricted title to shares/PSAs, free of encumbrance, with full rights to make investment decisions and transfer[22] 1.12 Termination Provisions Either party can terminate the Term with 30 days' written notice, subject to specific termination payments and provisions in Schedule 2. Certain sections of the agreement survive termination, and termination of this agreement does not affect Steven F. Mayer's role as a Board Director, unless he is removed from the Board - Either party may terminate the Term with 30 days' prior written notice, subject to termination payments and provisions in Schedule 2[24] - Sections 3 through 18 and Schedule 2 survive any termination of the agreement[24] - Termination of this agreement does not terminate Steven F. Mayer's membership on the Company's Board of Directors; however, removal from the Board during the Term is deemed a concurrent termination of this agreement[24] 1.13 Entire Agreement and Assignment This agreement constitutes the complete understanding between the parties, superseding prior agreements. It is binding on successors and assigns, but generally non-assignable by the Company or Steven F. Mayer, except Dedication Capital may assign to Steven F. Mayer or entities he controls. It also clarifies that this agreement does not amend Steven F. Mayer's director services - This Agreement constitutes the complete and exclusive statement of understanding, superseding all other prior agreements, oral or written[25] - The Company cannot assign this Agreement. Dedication Capital or Steven F. Mayer cannot assign, except Dedication Capital may assign to Steven F. Mayer or any person directly or indirectly controlled by him[25] - This Agreement does not amend, modify, or interfere with Steven F. Mayer's services as a member of the Company's Board of Directors[25] 1.14 Miscellaneous Legal Provisions This section covers standard legal clauses including execution in counterparts, governing law, jurisdiction for court proceedings, and mandatory arbitration for most disputes 1.14.1 Counterparts - Agreement may be executed in counterparts, including by electronic signature or PDF, each deemed an original[26] 1.14.2 Governing Law - Agreement and all related claims are governed by, and enforced in accordance with, the internal laws of the State of Delaware[27] 1.14.3 Jurisdiction of Courts - Legal proceedings for disputes expressly permitted by Section 4(c) (confidentiality breach remedies) shall be initiated in federal or state courts located in New York, New York[28] 1.14.4 Arbitration - Except for Section 16, any dispute, controversy, or claim arising out of or related to this Agreement shall be submitted to and decided by binding arbitration[29] - Arbitration administered by the American Arbitration Association in Chicago, Illinois, before a single arbitrator, in accordance with Commercial Arbitration Rules[30] - Arbitration shall proceed only on an individual basis; parties waive rights to jury trial and class/collective claims[30] 1.14.5 Notices - All notices must be in writing and delivered personally, by certified mail (return receipt requested), or by Federal Express/similar overnight service[31] - Specific addresses provided for Accuray Incorporated, Steven F. Mayer/Dedication Capital, and Shiels PLLC[31] 1.15 Signatures This section contains the formal signatures of Joseph E. Whitters for Accuray Incorporated and Steven F. Mayer for Dedication Capital, LLC and himself, acknowledging and accepting the agreement - Agreement signed by Joseph E. Whitters (Chairperson of the Board of Directors for Accuray Incorporated) and Steven F. Mayer (Chief Executive Officer for Dedication Capital, LLC and individually)[32] - Dated as of October 18, 2025[32] Schedule 1 - Services and Permitted Activities This schedule details Steven F. Mayer's specific responsibilities as Transformation Board Sponsor, his reporting lines, the scope of his authority, and a list of other professional activities he is permitted to undertake 2.1 Transformation Board Sponsor Services Steven F. Mayer is primarily responsible for leading the Company's strategic, organizational, cultural, and operational transformation initiatives, assisting the CEO, and establishing and directing a Transformation Office - Primarily responsible for leading the Company's planning and execution of strategic, organizational, cultural, and operational initiatives and transformation, in consultation with the CEO[36] - Assist in onboarding the CEO and consult on Company matters like product/service improvements, R&D, sales/marketing, HR, compensation, communications, finance, budgeting, and IT[36] - Establish and solely direct a Transformation Office, leading FTI Consulting (or similar consultants) within its scope, with reasonable consultation with the CEO[36] 2.2 Reporting Structure Steven F. Mayer reports directly to the Company's Board of Directors, and the Transformation Office, its members, and external consultants report directly to him - Reports only to, and directly to, the Company's Board of Directors[36] - The Company's Transformation Office, its members, and FTI Consulting (or similar consultants) report directly to Steven F. Mayer[36] - Other management team members, as agreed with the CEO, shall have dotted line reporting to Steven F. Mayer[36] 2.3 Authority Steven F. Mayer has the necessary authority to direct his direct/indirect reports, bind the Company to the same extent as the CEO (subject to limits), and plan/carry out his services, with the Board adopting necessary resolutions - Authority to direct and control individuals directly or indirectly reporting to him[36] - Authority to bind the Company to the same extent, and subject to the same limits and authority matrix, as the CEO[36] - Authority necessary to plan and carry out all summarized services[36] 2.4 Permitted Outside Activities Lists specific external roles Steven F. Mayer is permitted to hold, including board memberships, co-founding AI startups, and advisory positions - Serving as a member of the board of directors for Pace Industries, Landmark Structures, and Revolution Space[36] - Co-founder and related activities for two AI-based technology startups[36] - Senior strategic advisor to Red Arts Capital Management and successor or affiliated entities[36] - Chairman of Operations Advisory Council of TCW Private Credit group[36] - Senior advisor to Cerberus Capital Management, LP and its portfolio companies or affiliated entities[36] Schedule 2 - Time and Compensation This schedule details the time commitment expected from Steven F. Mayer, his compensation structure including base fees, annual incentives, benefits, and equity awards, as well as provisions for termination and specific definitions 3.1 Time Commitment Steven F. Mayer will devote the time reasonably necessary for his obligations, understanding that the role is not full-time and allows for reasonable vacations - Devote time reasonably necessary to satisfy obligations; position not intended or expected to occupy full business time or attention[38] - Entitled to take reasonable vacations and holidays during the Term[38] 3.2 Compensation Structure Outlines the various components of compensation, including a base consulting fee, annual cash incentives based on performance metrics, specific benefits, and a detailed equity award package comprising Initial Restricted Shares and Performance Stock Awards (PSAs) 3.2.1 Base Consulting Fee Base Consulting Fee | Metric | Amount | | :----- | :----- | | Annual Fee | $600,000 | | Payment Frequency | Equal monthly installments | 3.2.2 Annual Incentive Annual Incentive Awards | Period | Target Amount | Minimum Amount | | :----- | :------------ | :------------- | | FY ending June 30, 2026 (8.5 months) | $531,250 (125% of annual target) | $265,625 (50% of target) | | FY quarter ending Sep 30, 2026 (3.5 months) | $218,750 (125% of annual target) | $109,375 (50% of target) | - Awards based on performance metrics determined by the Board in consultation with Steven F. Mayer, in accordance with the Company's executive bonus plan[39] - EBITDA for annual cash incentive calculated consistently with the Company's financing agreement with TCW[39] 3.2.3 Benefits - Office in Madison, WI headquarters appropriate for a senior executive officer - Shared secretarial assistance - Company laptop computer and IT department assistance - Corporate credit card - Reimbursement of up to $50,000 for legal expenses related to the agreement and equity arrangements 3.2.4 Equity Award Details Equity Awards | Award Type | Shares | Plan | Vesting Conditions | | :----------- | :----- | :--- | :----------------- | | Initial Restricted Shares | 1,250,000 (aggregate) | 2016 Plan & 2026 Plan | Cliff vest on one-year anniversary of grant date, subject to continued service. | | Performance Stock Awards (PSAs) | 1,250,000 | 2026 Plan | Vesting based on 30-day VWAP targets and cutoff dates, no earlier than one-year anniversary of grant date, subject to continued service. | PSA Vesting Price Tiers | Shares | VWAP Target | Cutoff Date | | :----- | :---------- | :---------- | | 375,000 | ≥ $2.00 | Sep 30, 2027 | | 375,000 | ≥ $2.50 | Sep 30, 2029 | | 500,000 | ≥ $3.00 | Sep 30, 2031 | - Upon a Change in Control, all then outstanding and unvested equity awards (Initial Restricted Shares and PSAs that achieved VWAP or whose cutoff date occurs after change in control) shall immediately vest in full[41] - If Initial Restricted Shares vest and the trading price exceeds the public announcement price of the agreement, a one-time cash payment equal to 40% of the excess amount multiplied by 1,250,000 shares (or pro-rata for tranches) will be made[41] 3.3 Termination Compensation and Vesting Specifies the compensation and equity vesting treatment upon various termination scenarios, including termination without cause, for good reason, or due to death/disability, and termination for cause or without good reason - Termination without Cause, for Good Reason, or due to Death/Disability: - Lump sum cash payment: Remaining base consulting fee ($600,000 minus paid amount) plus target annual incentive for FY2026 and Q1 FY2027 (minus paid amount) - Equity Vesting: Initial Restricted Shares fully vest; unvested PSAs with met performance goals fully vest; unvested PSAs with unmet goals remain eligible to vest through cutoff date - Ungranted Awards: Ungranted RSAs/PSAs will be granted if possible, or a cash amount in lieu based on VWAP or applicable vesting price - Termination for Cause or without Good Reason: - No consulting fee for any period following termination date - Forfeiture of any then unvested Initial Restricted Shares and PSAs (or cash award in lieu) - If Term ends on End Date due to completion of services, continued service requirement is met for unvested Initial Restricted Shares and PSAs; those with met performance goals continue vesting, and unmet PSAs remain eligible[43] 3.4 2026 Plan Effectiveness and Cash Payment If the 2026 Plan is not approved by stockholders by January 31, 2026, a cash payment will be made in lieu of ungranted Initial Restricted Shares and PSAs, calculated based on VWAP or vesting price - If the 2026 Plan is not approved by stockholders by January 31, 2026 (Grant Deadline Date), the Company will pay a cash amount in lieu of ungranted equity[43] 2026 Cash Payment Calculation (if 2026 Plan not approved) | Ungranted Award Type | Calculation | | :------------------- | :---------- | | Initial Restricted Shares | Number of shares × greater of (30-day VWAP or 10-day VWAP) as of Grant Deadline Date. | | PSAs | Number of shares × greater of (10-day VWAP or applicable VWAP vesting price) as of Grant Deadline Date. | 3.5 Non-Duplication of Benefits Ensures that if the 2026 Cash Payment is received, Steven F. Mayer will not also receive the corresponding ungranted equity awards or the Cash Award for qualifying terminations, preventing double benefits - To avoid duplication, if the 2026 Cash Payment is received in full, Steven F. Mayer will not also receive the Initial Restricted Shares and PSAs that remained ungranted[43] - If the 2026 Cash Payment is received, Steven F. Mayer will receive only the 2026 Cash Payment and not the Cash Award for qualifying terminations[43] 3.6 Definitions (Cause, Good Reason) Provides specific definitions for 'Cause' (Company termination) and 'Good Reason' (Steven F. Mayer/Dedication Capital termination), outlining the conditions and cure periods for each - 'Cause' Definition: Termination by Company for (a) conviction of felony involving fraud, corruption, violence, or moral turpitude; (b) repeated intentional acts of dishonesty with material adverse financial effect or substantial damage to reputation; or (c) material uncured breach of agreement with material adverse effect on Company's financial condition, cash flow, or operations, after 30 days' written notice - 'Good Reason' Definition: Termination by Steven F. Mayer/Dedication Capital if (a) Company fails to provide compensation, expense reimbursement, or benefits as set forth; or (b) Company materially breaches agreement affecting compensation, benefits, duties, authority, reporting, or reputation. Requires 90 days' notice and a 30-day cure period - Specific 'Good Reason' triggers include failure to grant 2026 Awards within 30 days of 2026 Plan approval, or failure to grant the first tranche of Initial Restricted Shares within 30 days of agreement execution[44] Exhibit A - 2016 Equity Incentive Plan Restricted Stock Award Agreement This exhibit provides the standard form for Restricted Stock Award Agreements under the Company's Amended and Restated 2016 Equity Incentive Plan, detailing the grant notice, vesting schedule, and general terms and conditions for participants 4.1 Notice of Restricted Stock Grant This section serves as the formal notification of a Restricted Stock Grant under the 2016 Plan, outlining key details such as the participant's name, grant date, vesting commencement date, total shares, and the specific vesting schedule. It also includes instructions for accepting or rejecting the award - Formal notification of a Restricted Stock Grant under the Accuray Incorporated Amended and Restated 2016 Equity Incentive Plan[47] - Includes Participant Name, Grant Number, Date of Grant, Vesting Commencement Date, Total Number of Shares of Restricted Stock, and Vesting Schedule - Participant must notify the Company by the fifteenth (15th) day of the month following the Date of Grant to reject the Award; otherwise, it is deemed accepted[47][49] 4.2 Terms and Conditions of Restricted Stock Grant This sub-section details the comprehensive terms governing the Restricted Stock Grant, including vesting rules, forfeiture conditions upon termination, tax obligations (including 83(b) election), stockholder rights, transfer restrictions, escrow procedures, and various general legal and administrative provisions 4.2.1 Grant and Vesting - Grant of Shares of Restricted Stock is subject to the Award Agreement and the 2016 Plan[53] - Shares vest in accordance with the vesting provisions in the Notice of Grant, contingent on continuous service as a Service Provider from the Date of Grant until vesting occurs[54] - The Administrator, in its discretion, may accelerate the vesting of unvested Shares of Restricted Stock[55] 4.2.2 Forfeiture and Termination - If Participant ceases to be a Service Provider for any reason, then-unvested Shares of Restricted Stock will be forfeited and automatically reacquired by the Company at no cost[56] - Participant will not be entitled to a refund of the price paid for any forfeited Shares[56] 4.2.3 Tax Obligations - Participant is solely responsible for all federal, national, state, non-U.S., and local tax and social insurance liabilities ('Tax Obligations') related to the Shares of Restricted Stock[58] - U.S. taxpayers may elect to be taxed at the time of grant by filing a Section 83(b) Election with the IRS within thirty (30) days from the date of grant; Participant is solely responsible for filing this form[58] - Withholding Obligations can be satisfied by cash, Net Share Withholding, withholding from wages, delivering owned shares, or 'Sell to Cover' (default method, except for 83(b) Election withholding). Failure to make satisfactory arrangements for payment of Withholding Obligations results in permanent forfeiture of shares[60][61][63] 4.2.4 Stockholder Rights and Service Guarantee - Participant acquires stockholder rights (voting, dividends) only upon issuance, recordation, and delivery of shares[64] - The vesting of shares is earned only by continuing as a Service Provider, and the Award Agreement does not constitute an express or implied promise of continued engagement[66] 4.2.5 Transferability and Nature of Grant - Unvested Shares and associated rights are not transferable, assignable, pledged, or hypothecated, and any attempt to do so results in forfeiture[67] - The grant is voluntary and occasional, does not create a right to future grants, and is not intended to replace pension rights or be part of normal compensation for severance or retirement purposes[68] 4.2.6 Escrow of Shares - All Shares of Restricted Stock will be delivered to an escrow holder ('Escrow Holder') upon execution of the Award Agreement and held until they vest or Participant ceases to be a Service Provider[71] - Upon termination of service, the Escrow Holder transfers unvested shares to the Company. After vesting, the Escrow Holder transfers shares to the Participant upon request[73][75] - Participant retains all stockholder rights (voting, cash dividends) with respect to shares while they are held in escrow[75] 4.2.7 General Provisions - Participant is subject to insider trading restrictions/market abuse laws and is responsible for compliance[79] - The Company may assign its rights under the Award Agreement. Stock issuance is subject to listing, registration, qualification, and regulatory approvals[81][82] - The Administrator has the power to interpret the Plan and Award Agreement, and its decisions are final and binding. Participant consents to electronic delivery of documents[83][84][85] - The Award Agreement and Shares of Restricted Stock are governed by the internal substantive laws of the State of Delaware[92] Appendix A (2016 Plan) - Country Addendum This appendix provides additional terms and conditions for participants residing or working outside the United States, covering foreign currency exchange, the voluntary nature of the grant, data privacy, and language proficiency 5.1 Global Provisions for Non-US Participants Outlines general provisions applicable to participants outside the U.S., addressing foreign currency risks, reiterating the voluntary and discretionary nature of the grant, detailing data privacy practices, and confirming English language proficiency 5.1.1 Foreign Currency Exchange - Participant understands and agrees that neither the Company nor any Service Recipient is liable for foreign currency exchange rate fluctuations, and Participant bears all associated risk[100] - Participant may be responsible for reporting inbound transactions or fund transfers exceeding a certain amount[100] 5.1.2 Nature of Grant (Voluntary, Discretionary) - The Plan is established voluntarily by the Company, is discretionary, and may be amended, suspended, or terminated at any time[101] - No claim or entitlement to compensation or damages arises from forfeiture of shares due to termination of Participant's Service Provider status; Participant irrevocably waives such claims[101] 5.1.3 Data Privacy - Participant acknowledges the collection, use, and transfer of personal data ('Data') by Service Recipients for Plan administration[102][103] - Data may be transferred to stock plan service providers in the United States or elsewhere, which may have different data privacy laws[104] - Participants in the European Union, European Economic Area, and United Kingdom have specific data protection rights, including access, rectification, erasure, restriction of processing, data portability, and objection to processing[105][106][107][108][109][110] - Participants have the right to lodge a complaint with the competent data protection authority[113] 5.1.4 Language - Participant acknowledges sufficient English proficiency to understand the Award Agreement[114] - If a translated version differs from the English version, the English version will control[114] 5.2 Country-Specific Provisions This section is a placeholder for specific provisions that would be added at the time of grant for participants subject to the laws of particular countries - Placeholder for applicable jurisdiction-specific provisions to be added at the time of grant[115] Exhibit B - Section 83(b) Election Form (for 2016 Plan) This exhibit provides the form and instructions for making a Section 83(b) election under the Internal Revenue Code, emphasizing the participant's sole responsibility for filing it within 30 days of purchasing shares 6.1 Instructions for Filing Clearly states that filing the Section 83(b) election is the participant's sole responsibility, even if the Company or its agents previously assisted, and must be done within 30 days of purchasing shares by certified mail to the IRS Service Center - Filing of the Section 83(b) Election is the taxpayer's sole responsibility, even if the Company or its agents previously made the filing on their behalf[117][118] - The form must be filed within 30 days of purchasing the shares[117] - The election should be filed by mailing a signed election form by certified mail, return receipt requested, to the IRS Service Center[118] 6.2 Election Form Details Provides the template for the Section 83(b) election form, requiring taxpayer information, details of the property (shares of Accuray Incorporated Common Stock), transfer date, restrictions, fair market value, and amount paid - Requires taxpayer's name, address, identification number, and taxable year - Property subject to election is shares of Common Stock of Accuray Incorporated - Requires date of property transfer, description of restrictions (non-transferable, subject to forfeiture), fair market value at transfer (without regard to lapse restrictions), and amount paid for the property Exhibit B - 2026 Equity Incentive Plan Restricted Stock Award Agreement This exhibit provides the standard form for Restricted Stock Award Agreements under the Company's 2026 Equity Incentive Plan, mirroring the structure and content of the 2016 Plan agreement but specifically for the newer plan 7.1 Notice of Restricted Stock Grant This section serves as the formal notification of a Restricted Stock Grant under the 2026 Plan, outlining key details such as the participant's name, grant date, vesting commencement date, total shares, and the specific vesting schedule. It also includes instructions for accepting or rejecting the award - Formal notification of a Restricted Stock Grant under the Accuray Incorporated 2026 Equity Incentive Plan[124] - Includes Participant Name, Grant Number, Date of Grant, Vesting Commencement Date, Total Number of Shares of Restricted Stock, and Vesting Schedule - Participant must notify the Company by the fifteenth (15th) day of the month following the Date of Grant to reject the Award; otherwise, it is deemed accepted[124][126] 7.2 Terms and Conditions of Restricted Stock Grant This sub-section details the comprehensive terms governing the Restricted Stock Grant under the 2026 Plan, including vesting rules, forfeiture conditions upon termination, tax obligations (including 83(b) election), stockholder rights, transfer restrictions, escrow procedures, and various general legal and administrative provisions, largely identical to the 2016 Plan terms 7.2.1 Grant and Vesting - Grant of Shares of Restricted Stock is subject to the Award Agreement and the 2026 Plan[130] - Shares vest in accordance with the vesting provisions in the Notice of Grant, contingent on continuous service as a Service Provider from the Date of Grant until vesting occurs[131] - The Administrator, in its discretion, may accelerate the vesting of unvested Shares of Restricted Stock[132] 7.2.2 Forfeiture and Termination - If Participant ceases to be a Service Provider for any reason, then-unvested Shares of Restricted Stock will be forfeited and automatically reacquired by the Company at no cost[133] - Participant will not be entitled to a refund of the price paid for any forfeited Shares[133] 7.2.3 Tax Obligations - Participant is solely responsible for all federal, national, state, non-U.S., and local tax and social insurance liabilities ('Tax Obligations') related to the Shares of Restricted Stock[135] - U.S. taxpayers may elect to be taxed at the time of grant by filing a Section 83(b) Election with the IRS within thirty (30) days from the date of grant; Participant is solely responsible for filing this form[135] - Withholding Obligations can be satisfied by cash, Net Share Withholding, withholding from wages, delivering owned shares, or 'Sell to Cover' (default method, except for 83(b) Election withholding). Failure to make satisfactory arrangements for payment of Withholding Obligations results in permanent forfeiture of shares[137][138][140] 7.2.4 Stockholder Rights and Service Guarantee - Participant acquires stockholder rights (voting, dividends) only upon issuance, recordation, and delivery of shares[141] - The vesting of shares is earned only by continuing as a Service Provider, and the Award Agreement does not constitute an express or implied promise of continued engagement[143] 7.2.5 Transferability and Nature of Grant - Unvested Shares and associated rights are not transferable, assignable, pledged, or hypothecated, and any attempt to do so results in forfeiture[144] - The grant is voluntary and occasional, does not create a right to future grants, and is not intended to replace pension rights or be part of normal compensation for severance or retirement purposes[145] 7.2.6 Escrow of Shares - All Shares of Restricted Stock will be delivered to an escrow holder ('Escrow Holder') upon execution of the Award Agreement and held until they vest or Participant ceases to be a Service Provider[148] - Upon termination of service, the Escrow Holder transfers unvested shares to the Company. After vesting, the Escrow Holder transfers shares to the Participant upon request[150][152] - Participant retains all stockholder rights (voting, cash dividends) with respect to shares while they are held in escrow[152] 7.2.7 General Provisions - Participant is subject to insider trading restrictions/market abuse laws and is responsible for compliance[156] - The Company may assign its rights under the Award Agreement. Stock issuance is subject to listing, registration, qualification, and regulatory approvals[158][159] - The Administrator has the power to interpret the Plan and Award Agreement, and its decisions are final and binding. Participant consents to electronic delivery of documents[160][161][162] - The Award Agreement and Shares of Restricted Stock are governed by the internal substantive laws of the State of Delaware[169] Appendix A (2026 Plan) - Country Addendum This appendix provides additional terms and conditions for participants residing or working outside the United States under the 2026 Plan, covering foreign currency exchange, the voluntary nature of the grant, data privacy, and language proficiency, identical to the 2016 Plan's country addendum 8.1 Global Provisions for Non-US Participants Outlines general provisions applicable to participants outside the U.S. under the 2026 Plan, addressing foreign currency risks, reiterating the voluntary and discretionary nature of the grant, detailing data privacy practices, and confirming English language proficiency 8.1.1 Foreign Currency Exchange - Participant understands and agrees that neither the Company nor any Service Recipient is liable for foreign currency exchange rate fluctuations, and Participant bears all associated risk[177] - Participant may be responsible for reporting inbound transactions or fund transfers exceeding a certain amount[177] 8.1.2 Nature of Grant (Voluntary, Discretionary) - The Plan is established voluntarily by the Company, is discretionary, and may be amended, suspended, or terminated at any time[178] - No claim or entitlement to compensation or damages arises from forfeiture of shares due to termination of Participant's Service Provider status; Participant irrevocably waives such claims[178] 8.1.3 Data Privacy - Participant acknowledges the collection, use, and transfer of personal data ('Data') by Service Recipients for Plan administration[179][180] - Data may be transferred to stock plan service providers in the United States or elsewhere, which may have different data privacy laws[181] - Participants in the European Union, European Economic Area, and United Kingdom have specific data protection rights, including access, rectification, erasure, restriction of processing, data portability, and objection to processing[182][183][184][185][186][187] - Participants have the right to lodge a complaint with the competent data protection authority[190] 8.1.4 Language - Participant acknowledges sufficient English proficiency to understand the Award Agreement[191] - If a translated version differs from the English version, the English version will control[191] 8.2 Country-Specific Provisions This section is a placeholder for specific provisions that would be added at the time of grant for participants subject to the laws of particular countries - Placeholder for applicable jurisdiction-specific provisions to be added at the time of grant[192] Exhibit B - Section 83(b) Election Form (for 2026 Plan) This exhibit provides the form and instructions for making a Section 83(b) election under the Internal Revenue Code for the 2026 Plan, emphasizing the participant's sole responsibility for filing it within 30 days of purchasing shares 9.1 Instructions for Filing Clearly states that filing the Section 83(b) election is the participant's sole responsibility, even if the Company or its agents previously assisted, and must be done within 30 days of purchasing shares by certified mail to the IRS Service Center - Filing of the Section 83(b) Election is the taxpayer's sole responsibility, even if the Company or its agents previously made the filing on their behalf[194][195] - The form must be filed within 30 days of purchasing the shares[194] - The election should be filed by mailing a signed election form by certified mail, return receipt requested, to the IRS Service Center[195] 9.2 Election Form Details Provides the template for the Section 83(b) election form, requiring taxpayer information, details of the property (shares of Accuray Incorporated Common Stock), transfer date, restrictions, fair market value, and amount paid - Requires taxpayer's name, address, identification number, and taxable year - Property subject to election is shares of Common Stock of Accuray Incorporated - Requires date of property transfer, description of restrictions (non-transferable, subject to forfeiture), fair market value at transfer (without regard to lapse restrictions), and amount paid for the property