**Exhibit 10.66****EXECUTIVE RESTRICTED STOCK AGREEMENT**     **THIS RESTRICTED STOCK AGREEMENT**(this “Agreement”) is made effective as of June 18, 2007(the “Grant Date”), between **CYBERONICS, INC.**, a Delaware corporation (the “Company”), and DanielJeffrey Moore (the “Executive”).     1. **Award**. Pursuant to the Company’s New Employee Equity Inducement Plan (the“Plan”), as of the Grant Date, 100,000 shares of the Company’s common stock (the “RestrictedShares”) shall be issued as hereinafter provided in the Executive’s name subject to certainrestrictions thereon. The Executive hereby acknowledges receipt of a copy of the Plan and theProspectus relating thereto pursuant to the Securities Act of 1933, and agrees that this award ofRestricted Shares shall be subject to all of the terms and provisions of the Plan, including futureamendments thereto, if any, pursuant to the terms thereof. All stock dividends and other changesin capitalization on a Restricted Share shall be subject to the same Forfeiture Restrictions (ashereinafter defined) as are applicable to such Restricted Share.     2. **Restricted Shares**. The Executive hereby accepts the Restricted Shares when issuedand 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 theextent then subject to the Forfeiture Restrictions, and in the event of termination of theExecutive’s service relationship with the Company (as provided in Section 5) for any reasonother than as provided in Section 2(b), the Executive shall, for no consideration, forfeitto the Company all Restricted Shares then subject to the Forfeiture Restrictions. Theprohibition against transfer and the Executive’s obligation to forfeit and surrender theRestricted Shares to the Company upon the Executive’s termination of service are hereinreferred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be bindingupon and enforceable against any transferee of Restricted Shares.     (b) **Vesting/Lapse of Forfeiture Restrictions**. Until the Restricted Shares arefully vested or forfeited, on each of the first four anniversaries of May 1, 2007, so longas the Executive continues in a service relationship with the Company (as provided inSection 5) on such anniversary date, 25,000 of the Restricted Shares shall vest and theForfeiture Restrictions shall lapse on such vested shares, subject to earlier vesting asprovided in the Employment Agreement between the Company and Executive dated April 26, 2007(“Employment Agreement”), the related terms of which are hereby incorporated herein byreference.     (c) **Certificates**. A certificate evidencing the Restricted Shares shall beissued by the Company in the Executive’s name, pursuant to which the Executive shall haveall 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 tothe Forfeiture Restrictions). The Executive may not sell, transfer, pledge, exchange,
 

 
hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions with respectto such shares have expired, and a breach of the terms of this Agreement shall cause aforfeiture of all then remaining Restricted Shares. The certificate shall contain anappropriate endorsement reflecting the Forfeiture Restrictions. The certificate shall bedelivered upon issuance to the Secretary of the Company or to such other depository as maybe designated by the Committee as a depository for safekeeping until the forfeiture of suchRestricted Shares occurs or the Forfeiture Restrictions lapse pursuant to the terms of thePlan and this award. Upon the lapse of the Forfeiture Restrictions without forfeiture ofthe Restricted Shares, the Company shall cause a new certificate or certificates to beissued without legend (except for any legend required pursuant to applicable securities lawsor any other agreement to which the Executive is a party) in the name of the Executive inexchange for the certificate evidencing the Restricted Shares.     (d) **Corporate Acts**. The existence of the Restricted Shares shall not affect inany way the right or power of the Board of Directors of the Company or the shareholders ofthe Company to make or authorize any adjustment, recapitalization, reorganization or otherchange in the Company’s capital structure or its business, any merger or consolidation ofthe Company, any issue of debt or equity securities, the dissolution or liquidation of theCompany or any sale, lease, exchange or other disposition of all or any part of its assetsor 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 ofreorganization of the Company, but the stock, securities or other property received inexchange therefor shall also become subject to the Forfeiture Restrictions and provisionsgoverning the lapsing of such Forfeiture Restrictions applicable to the original RestrictedShares 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 thelapse of any Forfeiture Restrictions results in compensation income to the Executive forfederal or state income tax purposes, the Executive is responsible for taxes due from Executive onsuch compensation income. The Executive may satisfy the minimum withholding tax obligations of theCompany by electing to have the Company withhold from the Shares to be issued upon the lapse of theForfeiture Restrictions on the Restricted Shares that number of Shares having a Fair Market Valuethat approximates but is less than the minimum amount required to be withheld. In the event thatthe Executive fails to reimburse the Company for amounts the Company is required to pay aswithholding taxes on behalf of the Executive, the Company has the right to withhold from amountsotherwise due to the Executive, and the Executive hereby authorizes such withholding, an amountequal to the withholding taxes paid by the Company by reason of compensation income to theExecutive resulting under this Agreement.     4. **Status of Stock**. The Executive agrees that the Restricted Shares issued under thisAgreement will not be sold or otherwise disposed of in any manner which would constitute aviolation of any applicable federal or state securities laws. The Executive also agreesthat (i) the certificates representing the Restricted Shares may bear such legend or legends asthe Committee deems appropriate in order to reflect the Forfeiture Restrictions and to assurecompliance with applicable securities laws, (ii) the Company may refuse to register the transfer ofthe Restricted
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Shares on the stock transfer records of the Company if such proposed transfer would constitute aviolation 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 itstransfer agent, if any, to stop registration of the transfer of the Restricted Shares.     5. **Service Relationship**. For purposes of this Agreement, the Executive shall beconsidered to be in service to the Company as long as the Executive continues to be employedpursuant to the terms of the Employment Agreement. Nothing in the adoption of the Plan, or theaward of the Restricted Shares thereunder pursuant to this Agreement, shall confer upon theExecutive the right to continued service by or with the Company, except as provided in theEmployment Agreement.     6. **Notices**. Any notices or other communications provided for in this Agreement shallbe sufficient if in writing. In the case of the Executive, such notices or communications shall beeffectively delivered if hand delivered to the Executive at his principal place of employment or ifsent by registered or certified mail to the Executive at the last address the Executive hasfiled with the Company. In the case of the Company, such notices or communications shall beeffectively delivered if hand-delivered to the Company’s General Counsel or if sent by registeredor certified mail to the Company at its principal executive offices.     7. **Amendment**. This Agreement may not be modified in any respect by any verbalstatement, representation or agreement made by the Executive or by any Executive, officer, orrepresentative of the Company or by any written agreement unless signed by the Executiveand by an officer of the Company who is expressly authorized by the Company to execute suchdocument.     8. **Binding Effect**. This Agreement shall be binding upon and inure to the benefit ofany successors to the Company and all persons lawfully claiming under the Executive.     9. **Controlling Law**. This Agreement shall be governed by, and construed in accordancewith, the laws of the State of Texas.     **IN WITNESS WHEREOF**, the Company has caused this Agreement to be duly executed by an officerthereunto duly authorized, and the Executive has executed this Agreement, all effective as of theGrant Date.
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      **CYBERONICS, INC.**