Re: EMPLOYMENT TERMS

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Exhibit 10.10

[ ACCURAY LETTERHEAD ]

November 10, 2006

Robert E. McNamara

Re:

EMPLOYMENT TERMS

Dear Robert:

        Accuray Incorporated (the " Company ") is pleased to offer to continue your employment as Senior Vice President, Chief Financial Officer of the Company on the terms and conditions set forth in this letter, effective as of November 10, 2006 (the " Effective Date "). This letter amends and restates in its entirety that certain employment letter, dated as of December 7, 2004, between you and the Company (the " Original Employment Letter ").

        1.      TERM.     The employment relationship between you and the Company will be at-will. You and the Company will have the right to terminate the employment relationship at any time and for any reason whatsoever, with or without cause, and without any liability or obligation except as may be expressly provided herein.

        2.      POSITION, DUTIES AND RESPONSIBILITIES.     During the period of the employment relationship between you and the Company (the " Term "), the Company will employ you, and you agree to be employed by the Company, as Senior Vice President, Chief Financial Officer of the Company. In the capacity of Senior Vice President, Chief Financial Officer, you will have such duties and responsibilities as are normally associated with such position and will devote your full business time and attention serving the Company in such position. Your duties may be changed from time to time by the Company, consistent with your position. You will report to the Chief Executive Officer of the Company (the " CEO "), and will work full-time at our principal offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089 (or such other location in the greater Sunnyvale area as the Company may utilize as its principal offices), except for travel to other locations as may be necessary to fulfill your responsibilities.

        3.      BASE COMPENSATION.     During the Term, the Company will pay you a base salary of $275,000 per year, less payroll deductions and all required withholdings, payable in accordance with the Company's normal payroll practices and prorated for any partial month of employment. Your base salary may be subject to increase pursuant to the Company's policies as in effect from time to time.

        4.      ANNUAL BONUS.     In addition to the base salary set forth above, during the Term, you will be eligible to participate in the Company's executive bonus plan applicable to similarly situated executives of the Company. The amount of your annual bonus will be based on the attainment of performance criteria established and evaluated by the Company in accordance with the terms of such bonus plan as in effect from time to time, provided that, subject to the terms of such bonus plan, your target (but not necessarily maximum) annual bonus shall be 40% of your base salary actually paid for such year.

        5.      BENEFITS AND VACATION.     During the Term, you will be eligible to participate in all incentive, savings and retirement plans, practices, policies and programs maintained or sponsored by the Company from time to time which are applicable to other similarly situated executives of the Company, subject to the terms and conditions thereof. During the Term, you will also be eligible for standard benefits, such as medical, vision and dental insurance, sick leave, vacations and holidays to the extent applicable generally to other similarly situated executives of the Company, subject to the terms and conditions of the applicable Company plans or policies. The benefits described in this Section 5 will be subject to change from time to time as deemed appropriate and necessary by the Company.

        6.      TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL.

        (a)   In the event of a termination of your employment by the Company without Cause or by you for Good Reason (each as defined below) or if a Change in Control (as defined in Exhibit A

hereto) occurs during the Term and your employment is terminated by you for any reason on or within the 30 day period immediately following the effective date of the Change in Control, then, in addition to any other accrued amounts payable to you through the date of termination of your employment (including any earned but unpaid bonus), (1) the Company will no later than the date that is six (6) months and one (1) day after the date of your termination of employment, or the last day of such shorter period upon such termination of employment that is sufficient to avoid the imposition of additional tax under Section 409A(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the " Code "), or any other taxes or penalties imposed under Section 409A of the Code, pay you a lump-sum severance payment (the " Severance Payment ") in an amount equal to the sum of (x) twelve (12) months of your annual base salary as in effect on the date of termination plus (y) a pro rata portion of your target annual bonus for the fiscal year of the Company in which such termination occurs, calculated based on the number of days elapsed in such fiscal year through the date of termination plus (z) 100% of your target annual bonus for the fiscal year of the Company in which such termination occurs, and (2) provided that you properly elect COBRA continuation coverage, the Company will pay the COBRA premium for health care coverage for you and your spouse and children, as applicable and to the extent eligible (the " Severance Benefits "), for the twelve (12) month period immediately following the date of such termination of your employment. Such payments for the Severance Benefits will begin no later than the date that is six (6) months and one (1) day after the date of your termination of employment, or the last day of such shorter period upon such termination of employment that is sufficient to avoid the imposition of additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (the " Deferred COBRA Payment Date "), and on the Deferred COBRA Payment Date, the Company will pay you an amount equal to the Severance Benefits for the period beginning on the date of your termination of employment and ending on the Deferred COBRA Payment Date. In addition, in the event of a termination of your employment by the Company without Cause or by you for Good Reason prior to a Change in Control, each of your then outstanding stock options to purchase shares of the Company's common stock will, immediately prior to the effective time of the termination of your employment, become vested and exercisable with respect to that number of additional shares that would have become vested during the twelve (12) month period immediately following the date of such termination had you remained employed by the Company through such period.

        (b)   In the event of a Change in Control, each of your then outstanding stock options to purchase shares of the Company's common stock will become fully vested and exercisable immediately prior to the effective time of the Change in Control.

        (c)   Notwithstanding the foregoing, your right to receive the payments and benefits set forth in this Section 6 is conditioned on and subject to your execution and non-revocation of a general release of claims against the Company and its affiliates, in a form prescribed by the Company. In no event shall you or your estate or beneficiaries be entitled to any of the payments or benefits set forth in this Section 6 upon any termination of your employment by reason of your total and permanent disability or your death.

        (d)   For purposes of this letter:

        (A)  " Cause " shall mean (i) your commission of a felony, (ii) your commission of a crime involving moral turpitude or your commission of any other act or omission involving dishonesty, disloyalty, breach of fiduciary duty or fraud with respect to the Company or any of its subsidiaries or any of their customers or suppliers, or (iii) your failure to perform the normal and customary duties of your position with the Company as reasonably directed by the CEO, provided, that any of the acts or omissions described in the foregoing clauses (i), (ii) or (iii) are not cured to the Company's reasonable satisfaction within thirty (30) days after written notice thereof is given to you; and

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        (B)  " Good Reason " shall mean the occurrence of any one or more of the following events without your prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within 30 days after notice from you that Good Reason exists: (i) a material reduction of your duties and responsibilities hereunder; (ii) a relocation of your principal workplace more than 35 miles outside the Company's Sunnyvale corporate headquarters; or (iii) the Company's reduction of your annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time; provided that written notice of your resignation for Good Reason must be delivered to the Company within 30 days after the date you first know or should reasonably know of the occurrence of any such event in order for your resignation with Good Reason to be effective hereunder.

        7.      CODE SECTION 280G.