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Exhibit 10.43
RELEASE AGREEMENT
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 Shawn P. Lunney, an individual residing in Texas
("Optionee").
Whereas , Optionee was
employed by the Company and during such employment entered into
agreement(s) dated November 1, 1996 with the Company granting
options to Optionee , 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,
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