Form 8-K ACCURAY INC For: Jan 01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): �January�1, 2015

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ACCURAY INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation)

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1310 Chesapeake Terrace

Sunnyvale, California 94089

(Address of principal executive offices, including Zip Code)

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Registrant�s telephone number, including area code: (408) 716-4600

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02.� Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e)� Compensatory Arrangements of Certain Officers.

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The Board of Directors of Accuray Incorporated (the �Company�) or its delegated committee generally reviews the terms of the Company�s employment agreements with its executive officers every two years and, if applicable, authorizes the Company to enter into new employment agreements with such officers.� On January�1, 2015, the Company entered into new employment agreements (each, an �Employment Agreement,� and collectively, the �Employment Agreements�) with each of Joshua H. Levine, Gregory Lichtwardt, Kelly Londy and Alaleh Nouri (each, an �Executive Officer�), which amended and restated in its entirety each of the employment agreements previously entered into between the Company and each such Executive Officer.

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Each Employment Agreement is for a three-year term that begins on January�1, 2015 and automatically renews for successive three-year terms unless the Company or the applicable Executive Officer provides timely notice of non-renewal.� Each Employment Agreement sets forth the applicable Executive Officer�s title and salary, as well as the target annual incentive bonus that such Executive Officer is eligible to receive under the Company�s Performance Bonus Plan, which is based on the attainment of certain performance criteria established and evaluated by the Company.� The table below shows each Executive Officer�s title, salary and target annual bonus (shown as a percentage of base salary actually earned, which will be calculated in accordance with the Company�s Performance Bonus Plan) under such Executive Officer�s Employment Agreement:

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Executive�Officer	�	Title	�	Base Salary		�	Bonus Percentage	�
Joshua H. Levine	�	President and Chief Executive Officer	�	$	665,000	�	120	%
Gregory Lichtwardt	�	Executive Vice President, Operations, and Chief Financial Officer	�	$	400,000	�	70	%
Kelly Londy	�	Executive Vice President and Chief Commercial Officer	�	$	400,000	�	70	%
Alaleh Nouri	�	Senior Vice President, General Counsel and Corporate Secretary	�	$	275,000	�	50	%

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Each Employment Agreement provides that during the applicable Executive Officer�s employment with the Company, such Executive Officer may be granted options to purchase shares of Company common stock, restricted stock units (�RSUs�), market stock units (�MSUs�) and performance stock units (�PSUs�) under the Company�s 2007 Incentive Award Plan.� Any such awards, if and when granted, will vest as follows: (i)�stock options will vest at a monthly rate of 1/48th�of the total number of shares subject to the grant; (ii)�25% of any RSU award will vest on each of the first four anniversaries of such award�s grant date; (iii)�any MSUs granted will vest only if the Company�s stock meets or exceeds the performance goals specified by the Company during the applicable performance period determined by the Company; and (iv)�any PSUs granted will vest only if the performance goals specified by the Company are met during the applicable performance period determined by the Company.

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Each Employment Agreement also provides that the applicable Executive Officer is entitled to severance benefits in the event of termination of such Executive Officer�s employment by the Company without cause or such Executive Officer�s resignation of employment for good reason, including (i)�a lump sum payment equal to six months of base salary for each Executive Officer other than Mr.�Levine, the Company�s Chief Executive Officer, whose lump sum payment will be equal to twelve months of his base salary; (ii)�a prorated portion of his or her target bonus for the fiscal year in which his or her employment terminates; (iii)�reimbursement of health insurance premiums; (iv)�payment for outplacement services; and (v)�other customary benefits. In the event of termination of employment because of death or incapacity, each Executive Officer�s Employment Agreement provides for six months of accelerated vesting of such Executive Officer�s then-outstanding stock options and RSUs, with the exception of Mr.�Levine�s Employment Agreement, which provides that Mr.�Levine will receive twelve months of accelerated vesting of his then-outstanding stock options and RSUs.� In the event that an Executive Officer is terminated without cause or resigns for good reason three months prior to or within twelve months following a change in control of the Company, each Executive Officer�s Employment Agreement provides that such Executive Officer will be entitled to enhanced severance benefits, including (i)�a lump sum payment equal to twenty four months of such Executive Officer�s base salary; (ii)�200% of such Executive Officer�s target bonus for the fiscal year in which such change in control occurs; (iii)�the full acceleration of all of such Executive Officer�s then-outstanding unvested stock options and RSUs; and (iv)�other customary benefits.� Such enhanced severance benefits will be in lieu of any severance benefits an Executive Officer would otherwise be entitled to receive as a result of the termination of such Executive Officer�s employment by the Company without cause or such Executive Officer�s resignation for good reason independent of a change in control.

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The benefits and payments described above may be subject to a delay of up to six months, as necessary to avoid the imposition of additional tax under Section�409A of the Internal Revenue Code (the �Code�).� In addition, if any payments or benefits payable to the Executive Officers under their respective Employment Agreements would be subject to the excise tax provided under Section�4999 of the Code, then such payments or benefits will be reduced to the extent necessary to ensure that no amount will be subject to such excise tax; provided, however, that a reduction will be made only if, as a result of such reduction, the Executive Officer�s net after-tax benefit exceeds the net after-tax benefit such Executive Officer would realize if the reduction were not made.

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The Company will file the Employment Agreements as exhibits to its Quarterly Report on Form�10-Q for the quarter ended March�31, 2015.� The foregoing description of the material terms of the Employment Agreements is subject to, and qualified in its entirety by reference to, the Employment Agreements when filed.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	ACCURAY INCORPORATED
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Dated: January�6, 2015	By:	/s/ Alaleh Nouri
�	�	Alaleh Nouri
�	�	Senior Vice President, General Counsel�& Corporate Secretary

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