0000950129-07-000078 Sample Contracts

CYBERONICS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of this 28th day of June, 1999, by and between Cyberonics, Inc., a Delaware corporation (the “Company”), and Alan J. Olsen (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

This Employment Agreement (the “Agreement”), entered into effective as of June 15, 2006 (the “Effective Date”), by and between Cyberonics, Inc. (the “Company”) and Michael A. Cheney (“Employee”)

CYBERONICS, INC. OFFICER STOCK OPTION PLAN AGREEMENT
Cyberonics Inc • January 5th, 2007 • Electromedical & electrotherapeutic apparatus • Texas
INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Indemnification Agreement (this “Agreement”) is executed on and effective as of November 13, 2001 (the “Effective Date”), by and between Cyberonics, Inc., a Delaware corporation (the “Company”), and (“Director”).

STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT
Stock Option Agreement Amendment and Bonus Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

THIS STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT (the “Agreement”) is made this 28th day of December, 2006 between Cyberonics, Inc. (the “Company”) and Richard Rudolph, M.D. (the “Optionee”).

EMPLOYEE RESTRICTED STOCK AGREEMENT
Employee Restricted Stock Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of July 22, 2005 (the “Grant Date”), between CYBERONICS, INC., a Delaware corporation (the “Company”), and Richard Rudolph (the “Employee”).

EMPLOYEE RESTRICTED STOCK AGREEMENT
Employee Restricted Stock Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of XXXX 1, 200X (the “Grant Date”), between CYBERONICS, INC., a Delaware corporation (the “Company”), and (the “Employee”).

STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT
Stock Option Agreement Amendment and Bonus Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

THIS STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT (the “Agreement”) is made this 24th day of December, 2006 between Cyberonics, Inc. (the “Company”) and Michael Cheney (the “Optionee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Indemnification Agreement (this “Agreement”) is executed on and effective as of August 1, 2003 (the “Effective Date”), by and between Cyberonics, Inc., a Delaware corporation (the “Company”), and David S. Wise (“Officer”).

CYBERONICS, INC. STAND-ALONE STOCK OPTION AGREEMENT
Stock Option Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas
Amendment to Stock Option Agreement
Stock Option Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment to Stock Option Agreement (the “Amendment”) is made on the ___ day of December, 2006 by and between Cyberonics, Inc., a Delaware corporation (the “Company”) and (“Optionee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is entered into and effective as of June 15, 2006 (the Effective Date”), by and between Cyberonics, Inc. (the “Company”) and George E. Parker (“Employee”).

RELEASE AGREEMENT
Release Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

This Release Agreement (“Agreement”) is made and entered into this 27th day of December, 2006, by and between Cyberonics, Inc., a Delaware corporation, (“Company”) and Stanley Appel, an individual residing in Houston, Texas (“Optionee”).

CYBERONICS, INC. STAND-ALONE STOCK OPTION AGREEMENT
Cyberonics Inc • January 5th, 2007 • Electromedical & electrotherapeutic apparatus • Texas
RELEASE AGREEMENT
Release Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

This Release Agreement (“Agreement”) is made and entered into this 27th day of December, 2006, by and between Cyberonics, Inc., a Delaware corporation, (“Company”) and Shawn P. Lunney, an individual residing in Texas (“Optionee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is entered into and effective as of June 15, 2006 (the Effective Date”), by and between Cyberonics, Inc (the “Company”) and David S. Wise (“Employee”).

David S. Wise Power To Renew A Life Vice President & General Counsel
Cyberonics Inc • January 5th, 2007 • Electromedical & electrotherapeutic apparatus

This Agreement, Affirmation and Undertaking is to confirm the terms under which Cyberonics, Inc., a Delaware corporation, (“Cyberonics” or the “Company”) will agree to your request that it advance your reasonable attorney’s fees and costs (collectively, “Fees”) in connection with any action, suit or proceeding, whether civil, criminal, administrative, or investigative, regarding Cyberonics’ practices and procedures for granting stock options (collectively, “Proceedings”).

LICENSE AGREEMENT
License Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

THIS AGREEMENT (“Agreement”) dated as of August 22, 2000 (the “Effective Date”) by and between Mitchell S. Roslin, M.D., a citizen of the United States of America residing in New York, NY (“Licensor”), and Cyberonics, Inc., a Delaware corporation with offices in Houston, Texas (“Licensee”).

Amendment to Stock Option Agreement and Notice
Amendment to Stock Option Agreement and Notice • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment to Stock Option Agreement is made on the 27th day of December, 2006 by and between Cyberonics, Inc., a Delaware corporation (the “Company”) and Stanley Appel, M.D. (“Optionee”).

LICENSE AGREEMENT
License Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This License Agreement (“Agreement”) is entered into as of March 15, 1988 by and between CYBERONICS, INC., a Delaware corporation, having a principal place of business at 827 W. Main Street, League City, TX 77573 (“Licensee”), and DR. JACOB ZABARA, an individual residing at 200 Locust Street, #22F, Philadelphia, PA 19106 (“Licensor”).

CYBERONICS, INC.
Stock Option Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

CYBERONICS, INC. OFFICER STOCK OPTION PLAN AGREEMENT
Option Plan Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas
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Amendment to Stock Option Agreement and Notice
Amendment to Stock Option Agreement and Notice • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment to Stock Option Agreement (the “Amendment”) is made on the 27th day of December, 2006 by and between Cyberonics, Inc., a Delaware corporation (the “Company”) and Shawn P. Lunney, an individual residing in Texas (“Optionee”).

September 28, 2006 Robert P. Cummins 4 Wexford Court Houston, TX 77024 Re: Advancement of Attorney ’s Fees Dear Mr. Cummins:
Cyberonics Inc • January 5th, 2007 • Electromedical & electrotherapeutic apparatus

This Agreement, Affirmation and Undertaking is to confirm the terms under which Cyberonics, Inc., a Delaware corporation, (“Cyberonics” or the “Company”) will agree to your request that it advance your reasonable attorney’s fees and costs (collectively, “Fees”) in connection with any action, suit or proceeding, whether civil, criminal, administrative, or investigative, regarding Cyberonics’ practices and procedures for granting stock options (collectively, “Proceedings”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is entered into and effective as of June 15, .2006 (the Effective Date”), by and between Cyberonics, Inc. (the “Company”) and Randal L. Simpson (“Employee”).

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