EXHIBIT 10.5
STOCK OPTION AMENDMENT
AND
CASH BONUS AGREEMENT
AGREEMENT made by Cyberonics, Inc. (the
“Company”) which shall be effective on the date
executed by a validly-authorized officer of the
Company.
WHEREAS, the Company previously granted to the optionee
listed on the attached Schedule I (the
“Optionee”) the options identified on
Schedule I (the “Options”) to
purchase shares of the Company’s common stock under one or
more of the Company’s employee stock incentive plans
(individually, a “Plan”).
WHEREAS, the Company and Optionee entered into a Notice of
Stock Option Grant and/or Stock Option Agreement (collectively, the
“Option Agreement”) evidencing each such
Option.
WHEREAS, in order to avoid potential adverse tax
consequences under section 409A of the Internal Revenue Code,
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 I (the
“Covered Portion”) to the higher exercise price per
share indicated for the Covered Portion of such Option on
Schedule I .
WHEREAS, in order to compensate Optionee for the increased
exercise prices to be in effect for the Covered Portions of the
Options, the Company is willing to pay Optionee a special cash
bonus in a dollar amount equal to the aggregate increase in the
exercise prices for the Covered Portion of the Options as indicated
on Schedule I .
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
I is hereby increased, with respect to the shares
subject to the Covered Portion of t
