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CYBERONICS, INC.
1996 STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT
 GRANTEE NAME
 Option Company
 Date of Grant:Exercise Price:
    
    $Number of Shares Subject to Option:Type of Option:
    
    Nonstatutory Stock OptionVesting Start Date:Expiration Date:
    
    Tenth Anniversary of Date of GrantExercise Schedule:
    
    The Option shall be exercisable at any
time prior to the Expiration Date or
earlier termination as to shares which
are vested in accordance with the
Vesting Schedule below.Termination Period:
    
    Option may be exercised for up to 90
days after termination of employment
or consulting relationship except as
set out in Sections 7 and 8 of the
Stock Option Agreement (but in no
event later than the Expiration Date).Vesting Schedule:
    
    l/60th of the Shares subject to the
Option shall vest each month after the
Vesting Commencement Date until the
Option is fully vested, subject to the
Optionee continuing to be a Service
Provider on such dates.




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OPTIONEE:
    
    
    
    CYBERONICS, INC.By:Grantee Name
    
    
    
    
    
    Pamela B. WestbrookTitle:
    
    Vice President and Chief Financial OfficerAddress:
    
    
    
    Date:
 -2-




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Cyberonics, Inc.
  Grant of Option Company Optionee Option Shares ) Exercise Price Plan
 not
 Adjustments for Stock Splits, Recapitalization
   Exercise of Option
 Right to Exercise
    Method of Exercise Exercise Notice




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Method of Payment
     Restrictions on Exercise
 Termination of Relationship Termination Date
 Disability of Optionee
 Death of Optionee
 -2-




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Non-Transferability of Option
 Term of Option
 Tax Consequences
 Exercise of Option
 Disposition of Shares
 Change of Control
  -3-




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EXHIBIT A
 EXERCISE NOTICE AND STOCK PURCHASE AGREEMENT
 
  Exercise of Option.  Optionee  Shares Company Plan  Option Agreement .
 Representations of Optionee
   Rights as Stockholder
 Successors and Assigns
 Arbitration




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Governing
Law; Severability THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING THAT BODY OF LAW PERTAINING TO
CONFLICTS OF LAW.
 Notices
 Further Instruments
 Delivery of Payment
 Entire Agreement
 Submitted by:
    
    
    
    Accepted by:OPTIONEE:
    
    
    
    CYBERONICS, INC.By:Grantee NameIts:Address:
    
    
    
    Address:100 Cyberonics Blvd.Houston, TX 77058
 -2-




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SCHEDULE
 1996 Stock Option Plan Form
 Name
    
    Grant Date
    
    Grant Amount
    
    Exercise PriceMichael Allen Cheney
    
    May 14, 2002
    
    
    10,000
    
    
    $
    14.740000Shawn P. Lunney
    
    March 6, 1999
    
    
    25,000
    
    
    $
    8.000000May 14, 2002
    
    
    10,000
    
    
    $
    14.740000Randal L. Simpson
    
    February 1, 2000
    
    
    10,000
    
    
    $
    23.000000October 10, 2001
    
    
    10,000
    
    
    $
    15.700000January 24, 2002
    
    
    1,000
    
    
    $
    12.450000July 24, 2002
    
    
    20,000
    
    
    $
    9.960000June 2, 2003
    
    
    25,000
    
    
    $
    18.940000Pamela B. Westbrook
    
    October 12, 1998
    
    
    175,000
    
    
    $
    5.125000May 14, 2002
    
    
    10,000
    
    
    $
    14.740000