Re: Employment Terms

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Exhibit 10.13

[ Accuray Letterhead ]

November 10, 2006

Re:

Employment Terms

Dear Wade:

        Accuray Incorporated (the " Company ") is pleased to offer to continue your employment as Senior Vice President, Worldwide Sales 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 August 11, 2006, 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, Worldwide Sales of the Company. In the capacity of Senior Vice President, Worldwide Sales, 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 primarily from your home in Texas, however will also work as reasonably required from 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 $250,000 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 75% of your base salary actually paid for such year. Exhibit A attached hereto sets forth the terms of your first annual bonus.

        5.      Stock Option Awards . You and the Company hereby acknowledge that pursuant to the terms of the Original Employment Letter, as of October 24, 2006, the Company granted you a stock option to purchase 250,000 shares of the Company's common stock (the " Initial Stock Option ") at an exercise price of $10.00 per share. The Initial Stock Option was granted to you under the Company's 1998 Equity Incentive Plan, and, subject to your continued employment with the Company, the Initial Stock Option shall vest and become exercisable over a four (4) year period, with twenty-five percent (25%) of the shares subject thereto vesting on September 5, 2007, and the remaining seventy-five percent (75%) vesting in equal monthly installments on the fifth day of each month thereafter. In addition, the Company will annually recommend to the Board of Directors of the Company (the " Board ") that the Company grant you a stock option no later than the September 30 following each of the first three anniversaries of your commencement of employment with the Company to purchase 100,000 shares of the Company's common stock (each, a " Subsequent Stock Option ," and together with the Initial Stock

Option, the " Stock Options "). The exercise price per share of each Subsequent Stock Option shall be equal to the fair market value of a share of the Company's common stock on the date of grant, as determined in accordance with the Company's incentive award plan under which such Subsequent Stock Option is granted. Subject to your continued employment with the Company, each Subsequent Stock Option shall vest and become exercisable over a four (4) year period, with 1/48 ^th of the shares subject thereto vesting in equal monthly installments on each monthly anniversary of the date of grant. Consistent with the foregoing, the terms and conditions of each Stock Option shall be set forth in a stock option agreement (each, a " Stock Option Agreement ") to be entered into by the Company and you which shall evidence the grant of each such Stock Option.

        6.      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 6 will be subject to change from time to time as deemed appropriate and necessary by the Company.

        7.      Termination of Employment .

        (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), 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) six (6) 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) 50% 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 six (6) 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.

        (b)   If a Change in Control (as defined in Exhibit B hereto) occurs during the Term and your employment with the Company is terminated by the Company without Cause or by you for Good Reason, in each case within the twelve (12) month period immediately following the effective date of the Change in Control, then, in addition to the amounts payable to you pursuant to paragraph (a) of this Section 7, each of your then outstanding stock options to purchase shares of the Company's common stock (including, without limitation, the Stock Options) shall become fully

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vested and exercisable immediately prior to the effective time of the termination of your employment.

        (c)   Notwithstanding the foregoing, your right to receive the payments and benefits set forth in this Section 7 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 7 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 be deemed to exist upon a good faith finding by the Company of (i) your material failure to competently perform your assigned duties for the Company, (ii) your sustained poor performance of any material aspect of your duties or obligations hereunder, (iii) your dishonesty, gross negligence or other material misconduct, or (iv) your conviction of, or the entry of a plea of guilty or nolo contendere by you to, any crime involving moral turpitude or any felony; and

        (B)  " Good Reason " shall mean the occurrence of any one or more of the following events without your