EXHIBIT 10.2
Agreement
This Agreement (“Agreement”) is made
effective as of September 24, 2009 (“Effective Date”)
between Cyberonics, Inc., a Delaware corporation (the
“Company”) and [NAME] (“Director”), a
member of the Company’s Board of Directors
(“Board”).
For a good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows.
1.
Non-Competition Covenant . The Director shall not
engage in, or otherwise directly or indirectly be employed by or
act as a consultant or lender to, or be a director, officer,
employee, principal, agent, member, owner, or partner
of, or permit his name to be used in connection with the activities
of any other business, organization, or entity which engages,
directly or indirectly, with any Competitive Business during the
two-year period commencing on the Effective Date; provided, that it
shall not be a violation of this Section for the Director to become
the registered or beneficial owner of up to one percent (1%) of any
class of the capital stock of a corporation registered under the
Securities Exchange Act of 1934, as amended. For
purposes of this Section, the term “Competitive
Business” means any business enterprise (whether a
corporation, partnership, sole proprietorship or other business
entity) that competes in any material way with the products of the
Company marketed and sold or under substantial development by the
Company during the Director’s term of service on the
Board.
2.
Non-Solicitation Covenant. The Director shall
not, directly or indirectly, for his benefit or for the benefit of
any other person, firm,
