exv10w53



 








Exhibit 10.53




STOCK OPTION AGREEMENT AMENDMENT

AND

BONUS AGREEMENT




     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”).



     WHEREAS, the Company previously granted to the Optionee the options identified on attached
Schedule A (the “Options”) to purchase shares of the Company’s common stock under the Company’s
Stock Incentive Plan(s), as amended and restated, and as identified as such on Schedule A (the
“Plan(s)”).



     WHEREAS, the Company and the Optionee entered into a formal Stock Option Agreement (the
“Option Agreement”) evidencing each such Option.



     WHEREAS, in order to avoid adverse tax consequences under section 409A of the Internal Revenue
Code, the Optionee desires to amend each of the Options to increase the exercise price per share to
be in effect for the unexercised portion of that Option which is subject to section 409A and
identified as such on Schedule A (the “Covered Portion”) to the higher exercise price per share
indicated for that portion of such Option on Schedule A.



     WHEREAS, in order to compensate the Optionee for the increased exercise prices to be in
effect for the Covered Portions of the Options, the Company is willing to pay the Optionee a
special cash bonus in a dollar amount equal to the aggregate increase to the exercise prices for
the Covered Portions of the Options listed on Schedule A, with the actual dollar of that bonus
indicated as the Total Bonus on Schedule A and payable as provided herein.



     NOW THEREFORE, the parties hereby agree as follows:



     1. Increased
Exercise Price. The exercise price per share set forth in the
Option Agreement for each of the Options listed on Schedule A is hereby increased, with respect to
the shares subject to the Covered Portion of that Option, to the higher exercise price per share
set forth for that Option on Schedule A.



     2. Bonus. The Optionee shall become entitled to receive a cash bonus from the Company
in the gross dollar amount indicated as his or her Total Bonus on attached Schedule A (the
“Bonus”) effective on the date of vesting, with payment as follows:




     (i) the bonus payable with respect to shares that vest prior to January
1, 2008 will be paid on or about January 15, 2008, and




     (ii) the bonus payable with respect to shares that vest on or after January 1,
2008 will be payable only if such shares vest and will be paid quarterly for the shares that vested during the preceding fiscal quarter. Such





 









 






payment will be made within 14 days following the close of each fiscal
quarter or, in the event of an acceleration of vesting pursuant to the terms of any
other agreement governing the vesting of the options under the Option Agreements,
within 14 days following the event.



          Payment of the Bonus shall be subject to the Company’s collection of all applicable federal,
state and local income and employment withholding taxes, and the Optionee shall be paid only the
net amount of such bonus remaining after such taxes have been collected.




     3. Entire Agreement. This Agreement, together with the Option
Agreements (to the extent not expressly amended in a separate amendment or amended
hereby) and the Plan(s), represents the entire agreement of the parties with respect to the
subject matter hereof and the Bonus and supersedes any and all previous contracts,
arrangements or understandings between the parties with respect to such Options and the
Bonus. This Agreement may be amended at any time only by means of a writing signed
by the Optionee and an authorized officer of the Company.



     4. Continuation
of Option Agreements. Except for the foregoing increases
to the exercise prices per share for the Covered Portions of the Options, no other terms or
provisions of the Option Agreements for such Options or the applicable Plan(s) have
been modified as a result of this Agreement, and those terms and provisions shall
continue in full force and effect.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year indicated
above.



	 	 	 
	 

	 	CYBERONICS, INC.
	 
	 	 
	 

	 	/s/ John A. Riccardi                                        
	 
	 	 
	 

	 	By: John A. Riccardi                                        
	 
	 	 
	 

	 	TITLE: Vice President,
Finance                                        
	 
	 	 
	 

	 	OPTIONEE
	 
	 	 
	 

	 	By: Richard L. Rudolph,
M.D.                                        








 









 








SCHEDULE A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Number of	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Unexercised	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Option Shares	 	Applicable	 	Increased	 	Aggregate	 	Potential
	 	 	 	 	 	 	 	 	 	 	Exercise Price	 	Which Vest After	 	Measurement	 	Exercise Price	 	Increase in	 	Retention Bonus
	Name	 	Plan	 	Grant Date	 	Per Share	 	12/31/04	 	Date	 	Per Share*	 	Exercise Price	 	**
	 
	Rudolph, Richard
	 	1997 Plan	 	 	06/15/04	 	 	$	19.58	 	 	 	9,000	 	 	 	06/17/04	 	 	$	15.23	 	 	$	137,070.00	 	 	$	137,070.00	 
	Rudolph, Richard
	 	1997 Plan	 	 	01/24/02	 	 	$	12.45	 	 	 	10,417	 	 	 	02/12/02	 	 	$	2.06	 	 	$	21,459.02	 	 	$	21,459.02	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	$	158,529.02