This Release
Agreement (“Agreement”) is made and entered into this
27th day of December, 2006, by and between Cyberonics, Inc., a
Delaware corporation, (“Company”) and Stanley Appel, an
individual residing in Houston, Texas
(“Optionee”).
Whereas ,
Optionee serves as a member of the Company’s Board of
Director and during such tenure entered into an agreement with the
Company granting options to Optionee on December 12, 1996, as
amended from time to time (singularly or collectively, the
“Option Agreement(s)”); and
Whereas ,
under the Option Agreement(s), Optionee had a limited period of
time to exercise outstanding, vested options under the Option
Agreement(s) (singularly or collectively, the
“Options”) which has previously been extended until
December 31, 2006; and
Whereas ,
the Options are currently unexercisable because an exercise of such
options would violate applicable securities laws; and
Whereas ,
the Company’s Board of Directors has authorized the Company
to further extend the period for Optionee’s exercise of the
Options to thirty (30) days after the exercise of such Options
would no longer violate applicable securities laws, all on the
conditions set forth in this Agreement;
Now,
Therefore , for a good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. The
Company agrees to execute amendments to the Option Agreement(s)
extending the period for Optionee’s exercise of the Options
to thirty (30) days from the date on which the exercise of
such Options would no longer violate applicable securities laws,
all as set forth in the form of agreement(s) attached hereto as
Exhibit(s) A.
2. For and in
consideration of the Company’s agreement in Paragraph 1,
but if and only if the Company removes all restrictions to
Optionee’s exercise of the Options on or about the date that
the exercise of such Options would no longer violate applicable
securities laws, Optionee hereby releases, remises, acquits,
satisfies, and forever discharges the Company and its directors,
officers, employees, shareholders, counsel and agents acting in
their capacity as employees or representatives of the Company from
all, and all manner of, actions, disputes, causes of action, suits,
debts, accounts, bills, interes
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