ex10_5.htm


    Exhibit
10.5

    


    AMENDMENT
TO RESTRICTED STOCK AGREEMENT

    


    THIS AMENDMENT TO RESTRICTED STOCK
AGREEMENT (the “Amendment”), made and entered into effective as of this
______ day of _________________, 2008 (the “Effective Date”), is by and between
Cyberonics, Inc., a
Delaware corporation (the “Company”), and _______________________ (the
“Employee”).

    


    WHEREAS, the Company and
Employee previously entered into an Executive Restricted Stock Agreement, Grant
Control No. _________________ (the “Agreement”);

    


    WHEREAS, the Agreement remains
in full force and effect as of this date; and

    


    WHEREAS, the Company and
Employee desire to amend the terms and conditions of the Agreement as provided
herein;

    


    THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree to modify the Agreement as
follows:

    


    1.           Section
2(a) is hereby amended and restated in its entirety as follows:

    


    “(a)           Forfeiture
Restrictions.  The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of to the extent then subject to the Forfeiture Restrictions, and in
the event of termination of the Executive’s service relationship with the
Company (as provided in Section 5) for any reason other than as provided in
Section 2(b), the Executive shall, for no consideration, forfeit to the Company
all Restricted Shares then subject to the Forfeiture
Restrictions.  Notwithstanding the foregoing, in the event of a
termination of the Executive’s service relationship with the Company pursuant to
Section 5.C. of the Employment Agreement dated __________ between the Company
and Executive, as amended, (or any successor employment agreement having the
same provision as Section 6.B.4. of said agreement, as amended), Executive
shall, for no consideration, forfeit to the Company all Restricted Shares
subject to the Forfeiture Restrictions as of the six (6)-month anniversary of
the date that such service relationship is terminated. The prohibition against
transfer and the Executive’s obligation to forfeit and surrender the Restricted
Shares to the Company as stated herein are referred to as the “Forfeiture
Restrictions.”  The Forfeiture Restrictions shall be binding upon and
enforceable against any transferee of Restricted Shares.”

     

    2.           Except
as expressly modified by this Amendment, the provisions of the Agreement remain
unchanged and in full force and effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Company and Employee have caused this Amendment to be executed
by their duly authorized representative as of the date and year set forth
above.

    


    
      	
              Cyberonics,
      Inc.

            	
              Employee

               

            
	 
      	 
      
	
              By:___________________________________

            	
              By:__________________________________

            
	 
      	 
      
	 
      	 
      
	
              Date:_________________________________

            	
              Date:_________________________________