Common use of Contingent Clause in Contracts

Contingent. upon the execution of this Agreement by the Recipient, and subject to such terms and conditions as the Compensation Committee of the Board of Directors of ViewRay (the “Committee”) may require, which terms and conditions shall be set forth in the form of the Stock Option Agreement attached as Attachment 1 hereto (the “2008 Stock Option Agreement”) and ViewRay’s 2008 Stock Incentive Plan (the “Plan”), ViewRay will cancel the restricted stock award of 125,000 shares of restricted common stock of ViewRay (all of which shares are at this time not vested) and replace such award with a stock option that entitles such Recipient to purchase 125,000 shares of common stock of ViewRay at an exercise price per share equal to $0.33, representing the fair market value per share of the common stock on the date of grant, as determined by ViewRay’s Board of Directors, based upon the recommendation of the Compensation Committee. Such stock option shall vest with respect to 125,000 shares on the date set forth in the Contingent Equity Agreement.