form10_30.htm


    
      
EXHIBIT
10.30

      
 

      
         

      

      FORM
OF

      EXECUTIVE
RESTRICTED STOCK AGREEMENT

      


      
        	 
      
	
                THIS RESTRICTED STOCK
      AGREEMENT (this “Agreement”) is made effective as of [DATE] (the “Grant
      Date”), between CYBERONICS, INC., a
      Delaware corporation (the “Company”), and [NAME] (the
      “Executive”).

              
	 
      	 
      	 
      	 
      
	 
      	
                1.

              	
                Award.  Pursuant
      to the CYBERONICS, INC.
      NEW EMPLOYEE EQUITY INCENTIVE PLAN (the “Plan”), as of
      the Grant Date [NUMBER] shares (the
      “Restricted Shares”) of the Company’s common stock shall be issued as
      hereinafter provided in the Executive’s name subject to certain
      restrictions thereon.  The Executive hereby acknowledges receipt
      of a copy of the Plan and the Prospectus relating thereto pursuant to the
      Securities Act of 1933, and agrees that this award of Restricted Shares
      shall be subject to all of the terms and provisions of the Plan, including
      future amendments thereto, if any, pursuant to the terms
      thereof.  All dividends and other distributions on a Restricted
      Share shall be subject to the same Forfeiture Restrictions (as hereinafter
      defined) as are applicable to such Restricted Share.

              
	 
      	 
      	 
      	 
      
	 
      	
                2.

              	
                Restricted
      Shares.  The Executive hereby accepts the Restricted
      Shares when issued and agrees with respect thereto as
    follows:

              
	 
      
	 
      	 
      	
                (a)

              	
                Forfeiture
      Restrictions.  The Restricted Shares may not be sold,
      assigned, pledged, exchanged, hypothecated or otherwise transferred,
      encumbered or disposed of to the extent then subject to the Forfeiture
      Restrictions, and in the event of termination of the Executive’s service
      relationship with the Company (as provided in Section 5) for any reason
      other than as provided in Section 2(b), the Executive shall, for no
      consideration, forfeit to the Company all Restricted Shares then subject
      to the Forfeiture Restrictions.  The prohibition against
      transfer and the Executive’s obligation to forfeit and surrender the
      Restricted Shares to the Company upon the Executive’s termination of
      service are herein referred to as the “Forfeiture
      Restrictions.”  The Forfeiture Restrictions shall be binding
      upon and enforceable against any transferee of Restricted
      Shares.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (b)

              	
                Vesting/Lapse
      of Forfeiture Restrictions.  Until the Restricted Shares
      are fully vested or forfeited, on each anniversary of the Grant Date, so
      long as the Executive continues in a service relationship with the Company
      (as provided in Section 5) on such anniversary date and subject to the
      satisfaction of the tax liability under Section 3, 25% of the Restricted
      Shares shall vest and the Forfeiture Restrictions shall lapse on such
      vested shares.  The number of shares that vest as of each
      anniversary date will be rounded down to the nearest whole share, with any
      remaining shares vesting on the final
      installment.  Notwithstanding the foregoing vesting schedule,
      the Forfeiture Restrictions shall lapse in full as to all of the
      Restricted Shares on the earlier of (i) a Change of Control (as defined in
      the Plan) or (ii) the termination of the Executive’s service relationship
      with the Company due to the Executive’s death.

                 

              
	 
      	 
      	
                (c)

              	
                Certificates.  A
      certificate evidencing the Restricted Shares shall be issued by the
      Company in the Executive’s name, pursuant to which the Executive shall
      have all of the rights of a shareholder of the Company with respect to the
      Restricted Shares, including, without limitation, voting rights and the
      right to receive dividends (provided, however, that dividends paid in
      shares of the Company’s stock shall be subject to the Forfeiture
      Restrictions).  The Executive may not sell, transfer, pledge,
      exchange, hypothecate or otherwise dispose of the stock until the
      Forfeiture Restrictions with respect to such shares have expired, and a
      breach of the terms of this Agreement shall cause a forfeiture of all then
      remaining Restricted Shares.  The certificate shall contain an
      appropriate endorsement reflecting the Forfeiture
      Restrictions.  The certificate shall be delivered upon issuance
      to the Secretary of the Company or to such other depository as may be
      designated by the Committee as a depository for safekeeping until the
      forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions
      lapse pursuant to the terms of the Plan and this award.  On the
      date of this Agreement, the Executive shall, if required by the Committee,
      deliver to the Company a stock power, endorsed in blank, relating to the
      Restricted Shares.  Upon the lapse of the Forfeiture
      Restrictions without forfeiture of the Restricted Shares, the Company
      shall cause a new certificate or certificates to be issued without legend
      (except for any legend required pursuant to applicable securities laws or
      any other agreement to which the Executive is a party) in the name of the
      Executive in exchange for the certificate evidencing the Restricted
      Shares.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (d)

              	
                Corporate
      Acts.  The existence of the Restricted Shares shall not
      affect in any way the right or power of the Board of Directors of the
      Company or the shareholders of the Company to make or authorize any
      adjustment, recapitalization, reorganization or other change in the
      Company’s capital structure or its business, any merger or consolidation
      of the Company, any issue of debt or equity securities, the dissolution or
      liquidation of the Company or any sale, lease, exchange or other
      disposition of all or any part of its assets or business or any other
      corporate act or proceeding.  The prohibitions of Section 2(a)
      hereof shall not apply to the transfer of Restricted Shares pursuant to a
      plan of reorganization of the Company, but the stock, securities or other
      property received in exchange therefor shall also become subject to the
      Forfeiture Restrictions and provisions governing the lapsing of such
      Forfeiture Restrictions applicable to the original Restricted Shares for
      all purposes of this Agreement and the certificates representing such
      stock, securities or other property shall be legended to show such
      restrictions.

              
	 
      	 
      	 
      	 
      
	 
      	
                3.

              	
                Withholding
      of Tax.  To the extent that the receipt of the Restricted
      Shares or the lapse of any Forfeiture Restrictions results in compensation
      income to the Executive for federal or state income tax purposes, the
      Executive is responsible for taxes due from Executive on such compensation
      income. Executive agrees to remit estimated taxes to the Company prior to
      and as a condition of the receipt of the Restricted Shares or the lapse of
      any Forfeiture Rights becoming effective.  In the event that the
      estimated taxes are insufficient to satisfy the taxes actually due from
      Executive, Executive agrees to (1) remit funds to satisfy such taxes; or
      (2) specifically authorize the Company in writing to withhold from amounts
      otherwise due to the Executive.  To the maximum extent permitted
      by applicable law, Executive hereby authorizes such
      withholding.

              
	 
      	 
      	 
      	 
      
	 
      	 4.	
                Status of
      Stock.  The Executive agrees that the Restricted
      Shares issued under this Agreement will not be sold or otherwise disposed
      of in any manner which would constitute a violation of any applicable
      federal or state securities laws.  The Executive also agrees
      that (i)  the certificates representing the Restricted Shares
      may bear such legend or legends as the Committee deems appropriate in
      order to reflect the Forfeiture Restrictions and to assure compliance with
      applicable securities laws, (ii) the Company may refuse to register the
      transfer of the Restricted Shares on the stock transfer records of the
      Company if such proposed transfer would constitute a violation of the
      Forfeiture Restrictions or, in the opinion of counsel satisfactory to the
      Company, of any applicable securities law, and (iii) the Company may give
      related instructions to its transfer agent, if any, to stop registration
      of the transfer of the Restricted Shares.

              
	 
      	 
      	 
      	 
      
	 
      	
                5.

              	
                Service
      Relationship.  For purposes of this Agreement, the
      Executive shall be considered to be in service to the Company as long as
      the Executive remains an Employee, an Officer, a Consultant or a Director
      (as those terms are defined in the Plan).  Nothing in the
      adoption of the Plan, nor the award of the Restricted Shares thereunder
      pursuant to this Agreement, shall confer upon the Executive the right to
      continued service by or with the Company.

              
	 
      	 
      	 
      	 
      
	 
      	
                6.

              	
                Notices.  Any
      notices or other communications provided for in this Agreement shall be
      sufficient if in writing.  In the case of the Executive, such
      notices or communications shall be effectively delivered if hand delivered
      to the Executive at his principal place of employment or if sent by
      overnight courier, with confirmation, to the Executive at the last address
      the Executive has filed with the Company.  In the case of the
      Company, such notices or communications shall be effectively delivered if
      sent by overnight courier, with confirmation, to the Company at its
      principal executive offices.

              
	 
      	 
      	 
      	 
      
	 
      	
                7.

              	
                Amendment.  This
      Agreement may not be modified in any respect by any verbal statement,
      representation or agreement made by the Executive or by any employee,
      officer, director, or representative of the Company or by any written
      agreement unless signed by the Executive and by an officer of the Company
      who is expressly authorized by the Company to execute such
      document.

              
	 
      	 
      	 
      	 
      
	 
      	
                8.

              	
                Binding
      Effect.  This Agreement shall be binding upon and inure
      to the benefit of any successors to the Company and all persons lawfully
      claiming under the Executive.

              
	 
      	 
      	 
      	 
      
	 
      	
                9.

              	
                Controlling
      Law.  This Agreement shall be governed by, and construed
      in accordance with, the laws of the State of Texas.

              
	 
      	 
      	 
      	 
      
	
                IN WITNESS WHEREOF, the
      Company has caused this Agreement to be duly executed by an officer
      thereunto duly authorized, and the Executive has executed this Agreement,
      all effective as of the Grant Date.

              


      

      


      


      


      
        	 
      	 
      	
                CYBERONICS,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	
                George
      E. Parker III

              
	 
      	 
      	
                Title:

              	
                Vice
      President, Human Resources

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                [NAME]

              	 
      
	 
      	 
      	 
      	 
      


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      


      
        	
                EXHIBIT TO FORM OF EXECUTIVE RESTRICTED STOCK
      AGREEMENT

              
	 
      	 
      	 
      
	
                Date

              	
                Name

              	
                Number of Shares

              
	 
      	 
      	 
      
	
                July
      9, 2007

              	
                Gregory
      H. Browne

              	
                7,500

              
	 
      	 
      	 
      
	
                August
      1, 2007

              	
                James
      A. Reinstein

              	
                12,500