| This      Employment Agreement (the “Agreement”), entered into effective as of      August 1, 2007 (the “Effective Date”), by and between Cyberonics, Inc.      (the “Company”) and James Reinstein (“Employee”).                                                                                                                                                        |
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| WITNESSETH:                                                                                                                                                                                                                                                                                                                                                                                                              |
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| WHEREAS,      the Company desires to secure the experience, abilities and service of      Employee by employing Employee upon the terms and conditions specified      herein; and                                                                                                                                                                                                                                        |
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| WHEREAS,      Employee is willing to enter into this Agreement upon the terms and      conditions specified herein;                                                                                                                                                                                                                                                                                                      |
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| NOW,      THEREFORE, in consideration of the premises, terms and provisions set      forth herein, the mutual benefits to be gained by the performance thereof      and other good and valuable consideration, the receipt and sufficiency of      which are hereby acknowledged, the parties hereto agree as      follows:                                                                                              |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | SECTION      1. | Employment.  The      Company hereby employs Employee, and Employee hereby accepts such      employment, all upon the terms and conditions set forth      herein. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | SECTION      2. | Term.  Subject      to the terms and conditions of this Agreement, unless sooner terminated      pursuant to Section 5 of this Agreement, Employee shall be employed by the      Company commencing on the Effective Date and terminating on June 1, 2009      (the “Term”).  Termination of this Agreement shall not alter or      impair any rights of Employee (or his beneficiaries or heirs) with respect      to payments, benefits or other rights provided by the terms of this      Agreement, arising before or after the end of the Term. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | SECTION      3. | Duties,      Responsibilities and Location. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | A.  Capacity.  Employee      shall serve as the Vice President, Global Sales and General Manager,      International of the Company and shall report to the Chief Executive      Officer of the Company. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | B.  Full-Time      Duties.  Employee shall devote his full business time,      attention and energies to the business of the      Company.  Notwithstanding anything herein to the contrary,      Employee shall be allowed to (i) manage Employee’s personal investments      and affairs and, (ii) with the written consent of the Chief Executive      Officer of the Company, serve on boards or committees of civic or      charitable organizations or trade associations, provided that such      activities do not materially interfere with his performance of the duties      and responsibilities of his position specified in Section    3.A. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | C.  Offices.  Employee’s      primary place of work shall be at the principal executive offices of the      Company located in the greater Houston, Texas metropolitan area, but      Employee shall be required to travel on a basis consistent with his      position. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | SECTION      4. | Compensation. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | A.  Base      Salary.  During the Term, Employee shall receive an      annual salary of $290,000 (the “Base Salary”) payable in accordance with      the Company’s general payroll practices.  Employee’s Base Salary      shall be reviewed prior to the beginning of each fiscal year of the      Company for increase in the discretion of the Compensation Committee of      the Board of Directors (“Compensation Committee”); provided, however, that      the Base Salary, as it may be increased at any time, may not thereafter be      decreased. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | B.  Annual Incentive      Bonus.  During the Term, Employee shall be eligible to      participate in the Annual CEO Direct Reports Bonus Plan, with a target      bonus of 50% of Employee’s annual Base Salary.  A bonus, if      earned, shall be payable as soon as reasonably practical following the      completion of the applicable fiscal year.  Bonuses for Employee      shall be based on the achievement of such Company, departmental and/or      individual performance goals that may be established for the applicable      bonus year by the Compensation Committee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | C.  Annual      Overachievement Bonus.  During the Term, Employee      shall be eligible to participate in the Annual CEO Direct Reports      Overachievement Bonus Plan as determined by the Compensation      Committee.  Overachievement Bonuses shall be based on the      Company’s overachievement of such Company, departmental and/or individual      performance goals that may be established for the applicable bonus year by      the Compensation Committee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | D.  Equity      Compensation.  In further consideration of the services      rendered by Employee during the Employment Period, the Company shall grant      Employee, consistent with the United States securities laws, one hundred      thousand (100,000) shares of restricted stock (collectively, the “Initial      Equity Grant”) to be issued from the Company’s Amended and Restated New      Employee Equity Inducement Plan in two separate grants.  The      Company shall grant the fifty thousand (50,000) of such restricted shares      (the “Time-Vested Shares”) on the first quarterly grant date immediately      following the Effective Date as determined under the Company’s Equity      Incentives Grant Policy and any and all restrictions on the 12,500 of such      Time-Vested Shares shall lapse on each of the first four anniversaries of      the grant date.  The Company shall grant the remaining fifty      thousand (50,000) shares of the Initial Equity Grant (the      “Performance-Vested Shares”) on the quarterly grant date (as determined      under its Equity Incentives Grant Policy) immediately following the      establishment of the performance measures based upon the financial      performance of the Company and upon qualitative measures as established by      the Compensation Committee no later than one-hundred eighty (180) days      from the Effective Date.  Employee will be eligible for grants      of Company stock options (the “Options”) and other equity awards in the      discretion of the Compensation Committee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | E.  General      Benefits.  Upon satisfying applicable eligibility      requirements, if any, Employee will be eligible to participate in the      Company’s qualified 401(k) plan, group health, group life insurance,      accidental death and dismemberment, travel accident, long-term disability      and short-term disability plans and other welfare and similar plans and      vacation policies under terms generally applicable to other similarly      situated employees of the Company and shall be eligible to receive all      perquisites and other benefits provided or made available by the Company      to other similarly situated executives of the Company. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | F.  Reimbursements.  Employee      shall be entitled to receive prompt reimbursement by the Company in      accordance with its business reimbursement policy in effect from time to      time for all reasonable, out-of-pocket business expenses incurred by him      in performing his duties under this Agreement upon the submission by      Employee of such accounts and records as may be reasonably required under      the Company’s business reimbursement policy. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      5. |   | Termination of      Employment. Notwithstanding the provisions of Section 2, Employee’s      employment hereunder may terminate under any of the following      conditions: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | A.  Death.  Employee’s      employment under this Agreement shall terminate automatically upon his      death. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | B.  Disability.  Employee’s      employment under this Agreement may be terminated due to his      Disability.  “Disability” shall mean Employee’s inability to      substantially perform his duties hereunder for any period of at least 180      consecutive days due to a physical or mental incapacity.  The      date of termination due to Disability shall be the date Employee elects to      terminate his employment service due to such Disability or, if earlier,      the date the Board determines that Employee has met the definition of      Disability and given written notice of such termination to      Employee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | C.  Termination by Company      Without Cause.  The Company may terminate Employee’s      employment hereunder without Cause (as hereinafter defined) on 30 days’      prior written notice to Employee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | D.  Termination by Company      for Cause.  Employee’s employment hereunder may be      terminated for Cause by the Company.  For purposes of this      Agreement, “Cause” shall mean (i) the willful and continued failure by      Employee to substantially perform Employee’s duties with the Company      (other than any such failure resulting from Employee’s incapacity due to      physical or mental illness), (ii) an act or acts of dishonesty taken by      Employee and intended to result in personal enrichment of Employee at the      expense of the Company, (iii) willful violation by Employee of Employee’s      material obligations under this Agreement, (iv) willful violation by      Employee of a material policy of the Company, including its policies      regarding professional and ethical conduct, (v) Employee’s commission of      one or more acts that constitute a felony, (vi) Employee is publicly      censured by the Securities Exchange Commission, or (vii) Employee commits      one or more acts of fraud as regards the Company.  For purposes      of clause (i) of this definition, no act, or failure to act, on Employee’s      part shall be deemed “willful” unless done, or omitted to be done, by      Employee not in good faith and without reasonable belief that Employee’s      act, or failure to act, was in the best interest of the      Company.  The determination of whether Cause exists must be made      by a resolution duly adopted by the affirmative vote of not less than a      majority of the entire membership of the Board of Directors of the      Company. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | E.  Termination by      Employee.  Employee may terminate his employment      hereunder at any time on 30 days’ prior written notice to the      Board. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      6. |   | Payments Upon      Termination. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | A.  Upon      termination of Employee’s employment for any reason prior to the      expiration of the Term, the Company shall be obligated to pay, and      Employee shall be entitled to receive: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 1.  all      accrued and unpaid Base Salary to the date of  termination; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 2.  any      earned, but unpaid, bonuses for the bonus year ending prior to the date of      termination; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 3.  all      incurred but unreimbursed business expenses for which Employee is entitled      to reimbursement; and |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 4.  any      benefits to which he is entitled under the terms of any applicable      employee benefit plan or program, or applicable law. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | B.  Upon      termination of Employee’s employment pursuant to Section 5.C., the Company      shall be obligated to pay or provide, and Employee’s estate or beneficiary      shall be entitled to receive: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 1.  all      of the amounts and benefits described in Section 6.A.;  and |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 2.  either      (a) a lump sum payment equal to 1.5 times the sum of (i) Employee’s Base      Salary, plus (ii) the most recent annual bonus earned by Employee or (b) a      lump sum payment equal to 1.5 times Employee’s Base Salary and, solely for      purposes of determining Employee’s vesting under any Options, the number      of shares that would become vested under such Options during the 12-month      period following Employee’s termination date if Employee’s employment had      continued during such period shall become vested on his termination of      employment date, whichever of (a) or (b) is elected by Employee in writing      to the Company within five days of his terminationdate. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | C.  In      the event of any termination of employment under Section 5, Employee shall      be under no obligation to seek other employment, and there shall be no      offset against amounts due Employee under this Agreement on account of any      remuneration attributable to any subsequent employment or self-employment      that he may obtain. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | D.  The      Company and Employee have previously or contemporaneously with this      Agreement entered into a Severance Agreement which provides certain      payments and benefits to Employee upon a qualified termination of      employment in connection with a change of control of the      Company.  Notwithstanding anything in this Agreement to the      contrary, to the extent Employee is entitled to receive any severance      payment or benefits under the Severance Agreement any severance payment or      benefits to which Employee is otherwise entitled to receive under this      Agreement shall be reduced or offset by the severance payment or benefit      payable under the Severance Agreement in such manner as is appropriate, as      determined in good faith by the Board, to prevent a duplication of such      payment and benefits. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      7. |   | Indemnification.  The      Company agrees to indemnify Employee to the fullest extent permitted by      applicable law with respect to any acts or non-acts he may have committed      during the period which he was an officer, director and/or employee of the      Company or any subsidiary or affiliate thereof, or of any other entity of      which he served as an officer, director or employee at the request of the      Company. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      8. |   | Covenants of      Employee.  Employee covenants as  follows: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | A.  Confidentiality.  During      and after his employment with the Company and its affiliates, Employee      will hold in confidence all confidential information and will not disclose      it to any person other than in connection with the performance of his      duties and obligations hereunder, except with the specific prior written      consent of the Board of Directors or the Chief Executive Officer;      provided, however, that the parties agree that this Agreement does not      prohibit the disclosure of confidential information where applicable law      requires, including, but not limited to, in response of subpoenas and/or      orders of a governmental agency or court of competent      jurisdiction.  In the event that Employee is requested or      becomes legally compelled under the terms of a subpoena or order issued by      a court of competent jurisdiction or by a governmental body to make any      disclosure of confidential information, Employee agrees that he will (i)      immediately provide the Company with written notice of the existence,      terms and circumstances, surrounding such request(s) so that the Company      may seek an appropriate protective order or other appropriate remedy, (ii)      cooperate with the Company in its efforts to decline, resist or narrow      such requests and (iii) if disclosure of such confidential information is      required in the opinion of counsel, exercise reasonable efforts to obtain      an order or other reliable assurance that confidential treatment will be      accorded to such disclosed information.  “Confidential      information” means any and all intellectual property of the Company (or      any of its affiliates), including but not limited to:  (a) trade      secrets concerning the business and affairs of the Company (or any of its      affiliates), product specifications, data, know-how, formulae,      compositions, processes, designs, sketches, photographs, graphs, drawings,      samples, inventions and ideas, past, current, and planned research and      development, current and planned manufacturing or distribution methods and      processes, customer lists, current and anticipated customer requirements,      price lists, market studies, business plans, computer software and      programs (including object code and source code), computer software and      database technologies, systems, structures, and architectures (and related      formulae, compositions, processes, improvements, devices, know-how,      inventions, discoveries, concepts, ideas, designs, methods and      information), and any other information, however documented, that is a      trade secret under federal, state or other applicable law; and (b)      information concerning the business and affairs of the Company (or any of      its affiliates) (which includes historical financial statements, financial      projections and budgets, historical and projected sales, capital spending      budgets and plans, the names and backgrounds of key personnel, personnel      training and techniques and materials), however documented; and notes,      analysis, compilations, studies, summaries, and other material prepared by      or for the Company (or any of its affiliates) containing or based, in      whole or in part, on any information included in the      foregoing. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | B.  Trade      Secrets.  Any trade secrets of the Company will be      entitled to all of the protections and benefits under the federal and      state trade secret and intellectual property laws and any other applicable      law.  If any information that the Company deems to be a trade      secret is found by a court of competent jurisdiction not to be a trade      secret for purposes of this Agreement, such information will,      nevertheless, be considered confidential information for purposes of this      Agreement, so long as it otherwise meets the definition of confidential      information.  Employee hereby waives any requirement that the      Company submit proof of the economic value of any trade secret or post a      bond or other security. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | C.  Proprietary      Items.  Employee will not remove from the Company’s      premises (except to the extent such removal is for purposes of the      performance of Employee’s duties at home or while traveling, or except as      otherwise specifically authorized by the Company) any document, record,      notebook, plan, model, component, device, or computer software or code,      whether embodied in a disk or in any other form belonging to the Company      or used in the Company’s business (collectively, the “Proprietary      Items”).  All of the Proprietary Items, whether or not developed      by Employee, are the exclusive property of the Company.  Upon      termination of his employment, or upon the request of the Company during      the Term, Employee will return to the Company all of the Proprietary Items      and confidential information in Employee’s possession or subject to      Employee’s control, and Employee shall not retain any copies, abstracts,      sketches, or other physical embodiment, including electronic or otherwise,      of any of the Proprietary Items or confidential    information. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | D.  Non-Competition and      Non-Interference.  During the period of his employment      with the Company or its affiliates and for the one-year period after the      termination of his employment with the Company and its affiliates,      Employee will not, directly or indirectly: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 1.  without      the express prior written consent of the Board of Directors, own an      interest in, manage, operate, join, control, lend money or render      financial or other assistance to or participate in or be connected with,      as an officer, employee, partner, stockholder, consultant or otherwise,      any person that competes with the Company in the field of neurostimulation      in a matter covered by a patent assigned to or held by the Company;      provided, however, that following Employee’s termination of employment      with the Company the foregoing restriction shall apply only to those areas      where the Company is actually doing business on the date of such      termination of employment; provided, further, that Employee may purchase      or otherwise acquire for passive investment up to 3% of any class of      securities of any such enterprise if such securities are listed on any      national or regional securities exchange or have been registered under      Section 12(g) of the Securities Exchange Act of 1934; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 2.  whether      for Employee’s own account or for the account of any other person, (except      for the account of the Company and its affiliates), solicit Business from      any person known by Employee to be a customer of the Company or its      affiliates, whether or not Employee had personal contact with such person      during Employee’s employment with the Company and its      affiliates; |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 3.  whether      for Employee’s own account or the account of any other person, (i)      solicit, employ, or otherwise engage as an employee, independent      contractor, or otherwise, any person who is an employee of the Company or      an affiliate, or in any manner induce, or attempt to induce, any employee      of the Company or its affiliate to terminate his employment with the      Company or its affiliate; or (ii) interfere with the Company’s or its      affiliate’s relationship with any person who at any time during the Term,      was an employee, contractor, supplier, or customer of the Company or its      affiliate; or |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | 4.  at      any time after the termination of his employment, disparage the Company or      its affiliates or any shareholders, directors, officers, employees, or      agents of the Company or any of its affiliates, so long as the Company      does not disparage Employee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   | E.  Acknowledgements.  The      Company acknowledges that it is providing Employee with confidential      information in order for Employee to perform his duties under this      Agreement.  Employee acknowledges that (a) the services to be      performed by him under this Agreement are of a special, unique, unusual,      extraordinary, and intellectual character, and (b) the provisions of this      Section 8 are reasonable and necessary to protect the confidential      information, goodwill and other business interests of the      Company.  If any covenant in this Section 8 is held to be      unreasonable, arbitrary, or against public policy, such covenant will be      considered to be divisible with respect to scope, time, and geographic      area, and such lesser scope, time, or geographic area, or all of them, as      a court of competent jurisdiction may determine to be reasonable, not      arbitrary, and not against public policy, will be effective, binding, and      enforceable against Employee.  Employee hereby agrees that this      covenant is a material and substantial part of this Agreement and that:      (i) the geographic limitations are reasonable; (ii) the term of the      covenant is reasonable; and (iii) the covenant is not made for the purpose      of limiting competition per se and is reasonably related to a protectable      business interest of the Company.  The period of time applicable      to any covenant in this Section 8 will be extended by the duration of any      violation by Employee of such covenant.  The provisions of this      Section 8 shall survive the termination of the Term of this      Agreement. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      9. |   | Injunctive Relief and Additional      Remedy.  Employee acknowledges that the injury      that would be suffered by the Company as a result of a breach of the      provisions of Section 8 of this Agreement would be irreparable and that an      award of monetary damages to the Company for such a breach would be an      inadequate remedy.  Consequently, the Company will have the      right, in addition to any other rights it may have, to obtain a temporary      restraining order and/or injunctive relief to restrain any breach or      threatened breach or otherwise to specifically enforce any provision of      this Agreement.  Employee waives any requirement for the      Company’s securing or posting of any bond in conjunction with any such      remedies.  Employee further agrees to and hereby does submit to      in personam jurisdiction before each and every court for that      purpose.  Without limiting the Company’s rights under this      Section or any other remedies of the Company, if Employee breaches any of      the provisions of Section 8 and such breach is proven in a court of      competent jurisdiction, the Company will have the right to cease making      any payments or providing other benefits otherwise due Employee under this      Agreement. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      10. |   | Amendment;      Waiver.  The terms and provisions of this Agreement may      be modified or amended only by a written instrument executed by each of      the parties hereto, and compliance with the terms and provisions hereof      may be waived only by a written instrument executed by each party entitled      to the benefits thereof.  No failure or delay on the part of any      party in exercising any right, power or privilege granted hereunder shall      constitute a waiver thereof, nor shall any single or partial exercise of      any such right, power or privilege preclude any other or further exercise      thereof or the exercise of any other right, power or privilege granted      hereunder. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      11. |   | Entire      Agreement.  Except as contemplated herein, this Agreement      constitutes the entire agreement between the parties with respect to the      subject matter hereof and supersedes any and all prior or contemporaneous      written or oral agreements, arrangements or understandings between the      Company and Employee. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      12. |   | Notices.  All      notices or communications hereunder shall be in writing, addressed as      follows or to any address subsequently provided to the other      party: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | To      the Company:  |
|                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Cyberonics,      Inc.Attention:  Vice      President of Human Resources100      Cyberonics Blvd., Suite 600Houston,      Texas  77058 |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | To      Employee: |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |   | James      Reinstein311      Offerson Road #255Beaver      Creek, Colorado 81620 |
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| All      such notices shall be conclusively deemed to be received and shall be      effective, (i) if sent by hand delivery or overnight courier, upon      receipt, (ii) if sent by telecopy or facsimile transmission, upon      confirmation of receipt by the sender of such transmission or (iii) if      sent by registered or certified mail, on the fifth day after the day on      which such notice is mailed. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      13. |   | Severability.  In      the event that any term or provision of this Agreement is found to be      invalid, illegal or unenforceable, the validity, legality and      enforceability of the remaining terms and provisions hereof shall not be      in any way affected or impaired thereby, and this Agreement shall be      construed as if such invalid, illegal or unenforceable provision had never      been contained therein. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      14. |   | Binding Effect;      Assignment.  This Agreement shall be binding upon and      inure to the benefit of the parties and their respective successors and      assigns (it being understood and agreed that, except as expressly provided      herein, nothing contained in this Agreement is intended to confer upon any      other person or entity any rights, benefits or remedies of any kind or      character whatsoever).  No rights or obligations of the Company      under this Agreement may be assigned or transferred by the Company except      that such rights or obligations may be assigned or transferred pursuant to      a merger or consolidation in which the Company is not the continuing      entity, or the sale or liquidation of all or substantially all of the      assets of the Company, provided that the assignee or transferee is the      successor to all or substantially all of the assets of the Company and      such assignee or transferee assumes the liabilities, obligations and      duties of the Company, as contained in this Agreement, either      contractually or as a matter of law.  The Company further agrees      that, in the event of a sale of assets or liquidation as described in the      preceding sentence, it shall take whatever action it legally can in order      to cause such assignee or transferee to expressly assume the liabilities,      obligations and duties of the Company hereunder. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      15. |   | Governing      Law.  This Agreement shall be governed by and construed      in accordance with the laws of the State of Texas (except that no effect      shall be given to any conflicts of law principles thereof that would      require the application of the laws of another    jurisdiction). |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      16. |   | Submission to      Jurisdiction.EACH PARTY HEREBY IRREVOCABLY      SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN      HARRIS COUNTY, TEXAS, FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF      THIS AGREEMENT. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      17. |   | Headings.  The      headings of the sections contained in this Agreement are for convenience      only and shall not be deemed to control or affect the meaning or      construction of any provision of this Agreement. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      18. |   | Tax      Withholdings. The Company shall withhold from all payments      hereunder all applicable taxes that it is required to withhold with      respect to payments and benefits provided under this      Agreement. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     |  SECTION      19. |   | Counterparts.  This      Agreement may be executed in one or more counterparts, each of which shall      be deemed an original, but all of which together shall constitute one and      the same instrument. |
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|                                                                                                                                                                                                                                                                                                                                                                                                                     | IN      WITNESS WHEREOF, the undersigned have executed this Agreement effective as      of the date set forth above. |
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|   |   | CYBERONICS,      INC. |
|--------|--------|-----------------------|
|   |   |                  |   |
|   |   | By:                   |   |
|   |   |                  | George      E. Parker III |
|   |   |                  | Interim      Chief Operating Officer |
|   |   |                  |   |
|   |   |                  |   |
|   |   | EMPLOYEE              |
|   |   |                  |   |
|   |   |                  |   |
|   |   |                  | James      Reinstein |
|   |   |                  |   |