form10_55.htm


     

    
      EXHIBIT
10.55

      


       

       

      RELEASE
AGREEMENT

      


      This
Release Agreement (the “Agreement”), made and entered into this 4th day of May,
2007 by and between Cyberonics,
Inc., a Delaware corporation, having its principle place of business at
100 Cyberonics Blvd., Houston TX  77058 (the "Company") and John Riccardi, an individual
residing in League City, Texas (the "Individual").

      


      WHEREAS,
Individual was previously employed by Company; and

      


      WHEREAS,
such employment was terminated as of May 11, 2007; and

      


      WHEREAS,
Company is willing to provide Individual with certain consideration to which
Individual is not otherwise entitled in exchange for a release from
Individual;

      


      NOW,
THEREFORE, in consideration of a payment to Individual of an amount determined
by Company to be equal to that which would have been earned by Individual under
the Fourth Quarter 2007 Bonus Program had Individual been employed as of the
date that Program payments are made, less applicable deductions, as well as
forgiveness of any obligation for Individual to repay monies paid by Company to
or on behalf of Individual under the previously signed Relocation Agreement (the
“Relocation Agreement”), the parties agree as follows:

      


      1.           Termination of
Employment.  Individual and Company acknowledge that
Individual's employment by Company was terminated as of May 11,
2007.

      


      2.           Release. Individual,
individually and on behalf of Individual’s heirs, executors, administrators,
successors and assigns, hereby fully and finally RELEASES, ACQUITS and FOREVER
DISCHARGES the Company and its officers, directors, shareholders, subsidiaries
and other affiliates, predecessors and successors in interest, agents and
representatives, employees and insurers from all claims, demands, liability and
causes of action of whatsoever nature, whether in contract or tort, whether
pursuant to statute or common law including, but not limited to, the Title VII
Discrimination in Employment Act and the Americans With Disabilities Act, all as
amended, and any other applicable federal or state statutes arising out of or
pertaining to Individual’s employment with the Company and any of its
predecessors or affiliates.

      


      Company
hereby fully and finally RELEASES, ACQUITS and FOREVER DISCHARGES Individual
from all claims, demands, liability and causes of action of whatsoever nature,
whether in contract or tort, arising out of or pertaining to the repayment of
monies paid by Company to or on behalf of Individual under the Relocation
Agreement.

      


      3.           Covenants Not to
Sue.  Individual agrees and covenants not to sue or prosecute
any claim that might now or ever be asserted arising out of or pertaining to
Individual’s employment with the Company and any of its predecessors or
affiliates.

       

      4.           Indemnification.
Individual, individually and on behalf of Individual’s heirs, executors,
administrators, successors and assigns, hereby INDEMNIFIES and HOLDS HARMLESS
the Company, and its officers, directors, agents, employees, representatives and
insurers to save and indemnify it/them (1) for and from Individual's breach of
this Agreement’s Release, Covenant Not to Sue or Confidential Information
provisions (2) for and from any further claims, liability, costs or expenses
arising out of or pertaining to Individual’s employment.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.           Confidential
Information.  Individual reaffirms the obligations under that
certain Confidentiality Agreement executed at or immediately prior to the
beginning of his/her employment with the Company and acknowledges that those
obligations survive the termination of such employment.  The parties
agree to keep completely confidential the existence of the Agreement, as well as
all of the terms or amounts set forth in the Agreement, and neither party will
hereafter disclose any terms or information concerning the Agreement to any
other person, other than accountants, tax advisors, or attorneys, except as may
be required by law.  The parties further agree that in the event the
party makes a disclosure as permitted by the Agreement to an accountant, tax
advisor, or attorney, such party will advise such persons of the existence of
this confidentiality clause and of their obligation to abide by it. Further,
Individual agrees to refrain from making disparaging comments of any kind
regarding the Company or its employees to any third party including, but not
limited to, any employee, representative, customer or business affiliate of the
Company (“Third Party”) and will refrain from contacting any Third Party to the
extent that said contact is or could be disruptive to the Company.

      


      6.           Conditions.  Payment
of the consideration outlined above shall at all times be conditioned
upon:  (a) Individual returning to the Company the Company-owned
property identified on the Inventory List attached hereto as Attachment A; and
(b) Individual executing and returning this Agreement to the
Company.

      


      7.           Compliance
Questionnaire.  Individual acknowledges receipt of Company’s
Exit Questionnaire and will undertake to promptly complete and return the
questionnaire to the Company.

      


      8.           Miscellaneous.
Individual understands that Individual has the right to, and has been advised
to, consult with an attorney prior to signing.  Individual further
understands that Individual has a reasonable period of time to consider this
Agreement prior to signing it; provided, however, that this Agreement will be
deemed to be rejected if Individual does not return the executed Agreement
within fourteen (14) days of its receipt.  This Agreement shall not
become effective or enforceable until it has been executed by both
parties.

      


      9.           Complete
Agreement.  The parties agrees that this Agreement contains the
full and final expression of their agreement with respect to the matters
contained herein and acknowledges that no other promises have been made that are
not set forth in this Agreement.

      


      
        [SIGNATURES
APPEAR ON FOLLOWING PAGE]



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
WITNESS WHEREOF, the undersigned have executed this Release Agreement
voluntarily and of their own free will as of the date first written
above.

      


      


      /s/ John
Riccardi________________

      John
Riccardi

      


      Date:  May 4,
2007_______________

      


      


      


      


      /s/ George E. Parker,
III_____________

      Cyberonics,
Inc.

      By:
George E. Parker, III

      Title:  Interim
COO

      


      Date:  May 4,
2007_________________

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      ATTACHMENT
A

      


      


      See
Attached Inventory List.

       

      

        
          	 
      	
                  Name:

                	
                  John
      Riccardi

                	 
      	 
      	 
      	 
      
	 
      	
                  Position:

                	
                  Chief
      Financial Officer

                	 
      	 
      	 
      	 
      
	 
      	
                  Last
      Day:

                	
                  5/11/2007

                	 
      	 
      	 
      	 
      


        

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        Received

                                      	
                                        To
      Be Returned

                                      	
                                        Property
      Name

                                      	
                                        Property
      Description

                                      	
                                        Value

                                      	
                                        Property
      For

                                      	
                                        Employee
      Comments

                                      	
                                        Other
      Notes/Comments

                                      
	
                                        CUSTOMER
      SUPPORT

                                      	 
      	 
      	
                                        Handheld
      Computer

                                      	
                                        Live
      Product

                                      	
                                        $440

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        HHD
      Computer Bag

                                      	
                                        Demo
      Product

                                      	
                                        $15

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        Programming
      Wand

                                      	
                                        Live
      Product

                                      	
                                        $260

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        Demo/Practice
      Lead

                                      	
                                        Demo/Training
      Product

                                      	
                                        $400

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        Practice
      Block

                                      	
                                        Training
      Product

                                      	
                                        $45

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        Demo
      102/102R Generator

                                      	
                                        Demo
      Product

                                      	
                                        $750

                                      	
                                        Field
      EE's

                                      	 
      	 
      
	 
      	 
      	
                                        102
      Generator

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $750

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        102R
      Generator

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $700

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        302-20
      Lead

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $700

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        302-30
      Lead

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $450

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        402
      Tunneling Tool

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $60

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        502
      Accessory Kit

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $100

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	 
      	
                                        Patient
      Kit

                                      	
                                        Trunk
      Stock/Live Product

                                      	
                                        $30

                                      	
                                        Varies

                                      	 
      	 
      
	
                                        HR

                                      	 
      	
                                        x

                                      	
                                        Access
      Card

                                      	 
      	
                                        $0

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	
                                        x

                                      	
                                        Company
      ID Badge

                                      	
                                        Picture
      Badge

                                      	
                                        $0

                                      	
                                        Varies

                                      	 
      	 
      
	 
      	
                                        x

                                      	
                                        Corporate
      AMEX Card

                                      	 
      	
                                        $0

                                      	
                                        Varies

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            Received

                                          	
                                            To
      Be Returned

                                          	
                                            Property
      Name

                                          	
                                            Property
      Description

                                          	
                                            Value

                                          	
                                            Property
      For

                                          	
                                            Employee
      Comments

                                          	
                                            Other
      Notes/ Comments

                                          
	
                                            INFORMATION
      TECHNOLOGY

                                          	 
      	 
      	
                                            Auto
      / Air Adapter

                                          	 
      	
                                            $60

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Blackberry
      Car Charger

                                          	 
      	
                                            $5

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Blackberry
      Combo

                                          	 
      	
                                            $300

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Blackberry
      Travel Charger

                                          	 
      	
                                            $30

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Blue
      Tooth Headset

                                          	 
      	
                                            $70

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Call
      Recorder

                                          	 
      	
                                            $30

                                          	
                                            CM
      and IT Telecom's

                                          	 
      	 
      
	 
      	 
      	
                                            Cell
      Phone

                                          	 
      	
                                            $80

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            CRT
      Monitor

                                          	 
      	
                                            $200

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	
                                            X

                                          	
                                            Dell
      Notebook Computer

                                          	 
      	
                                            $2,500

                                          	
                                            All
      Field EE's

                                          	 
      	 
      
	 
      	 
      	
                                            Dell
      Optiplex Desktop Computer

                                          	 
      	
                                            $1,650

                                          	
                                            CM
      and IT Telecom's

                                          	 
      	 
      
	 
      	 
      	
                                            Docking
      Station

                                          	 
      	
                                            $150

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Keyboard
      and Mouse

                                          	 
      	
                                            $20

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            LCD
      Monitor

                                          	 
      	
                                            $300

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Monitor
      Stand

                                          	 
      	
                                            $50

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Multi-Function
      Printer

                                          	 
      	
                                            $250

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Multi-Function
      Printer - Other Model

                                          	 
      	
                                            $450

                                          	
                                            Some
      RAM's, CE

                                          	 
      	 
      
	 
      	 
      	
                                            Panasonic
      2 Line Analog Phone

                                          	 
      	
                                            $40

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            PC
      Cards

                                          	 
      	
                                            $175

                                          	
                                            Varies

                                          	 
      	 
      
	 
      	 
      	
                                            Plantronics
      Headset

                                          	 
      	
                                            $250

                                          	
                                            Varies/
      Wireless

                                          	 
      	 
      
	 
      	 
      	
                                            Portable
      Projector

                                          	 
      	
                                            $1,500

                                          	
                                            RM

                                          	 
      	 
      
	 
      	 
      	
                                            Wireless
      Router

                                          	 
      	
                                            $60

                                          	
                                            Varies

                                          	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            Received

                                          	
                                            To
      Be Returned

                                          	
                                            Property
      Name

                                          	
                                            Property
      Description

                                          	
                                            Value

                                          	
                                            Property
      For

                                          	
                                            Employee
      Comments

                                          	
                                            Other
      Notes/Comments

                                          
	
                                            SLS
      & MKTG

                                          	 
      	 
      	
                                            Depression
      Portfolio

                                          	 
      	
                                            $200

                                          	
                                            TC,
      RM, GBUD

                                          	 
      	 
      
	 
      	 
      	
                                            Epilepsy
      Portfolio

                                          	 
      	
                                            $200

                                          	
                                            TC,
      RM, GBUD

                                          	 
      	 
      
	 
      	 
      	
                                            In-Service
      Bags

                                          	
                                            Has
      wheels & VNS Logo

                                          	
                                            $75

                                          	
                                            TC,
      RM

                                          	 
      	 
      
	 
      	 
      	
                                            Surgical/Hospital
      Portfolio

                                          	 
      	
                                            $200

                                          	
                                            TC,
      RM