|
Exhibit 10.51
EMPLOYEE RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (this "Agreement") is made effective as of
July 22, 2005 (the "Grant Date"), between CYBERONICS,
INC., a Delaware corporation (the "Company"), and Richard
Rudolph (the "Employee").
1. Award. Pursuant
to the CYBERONICS, INC. 2005 STOCK PLAN (the "Plan"), as of
the Grant Date 11,933 shares (the "Restricted Shares") of the
Company’s common stock shall be issued as hereinafter
provided in the Employee’s name subject to certain
restrictions thereon. The Employee hereby acknowledges receipt of a
copy of the Plan and the Prospectus relating thereto pursuant to
the Securities Act of 1933, and agrees that this award of
Restricted Shares shall be subject to all of the terms and
provisions of the Plan, including future amendments thereto, if
any, pursuant to the terms thereof. All dividends and other
distributions on a Restricted Share shall be subject to the same
Forfeiture Restrictions (as hereinafter defined) as are applicable
to such Restricted Share.
2. Restricted
Shares. The Employee hereby accepts the Restricted Shares
when issued and agrees with respect thereto 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 Employee’s service relationship with the Company (as
provided in Section 5) for any reason other than as provided
in Section 2(b), the Employee shall, for no consideration,
forfeit to the Company all Restricted Shares then subject to the
Forfeiture Restrictions. The prohibition against transfer and the
Employee’s obligation to forfeit and surrender the Restricted
Shares to the Company upon the Employee’s termination of
service are herein referred to as the "Forfeiture Restrictions."
The Forfeiture Restrictions shall be binding upon and enforceable
against any transferee of Restricted Shares.
(b) Vesting/Lapse of
Forfeiture Restrictions. The Forfeiture Restrictions shall
lapse in full as to all of the Restricted Shares on the earlier of
(i) the first anniversary of the Grant Date (ii) a Change of
Control (as defined in the Plan) or (iii) the termination of
the Employee’s service relationship with the Company due to
the Employee’s death.
(c) Certificates. A
certificate evidencing the Restricted Shares shall be issued by the
Company in the Employee’s name, pursuant to which the
Employee shall have all of the rights of a shareholder of the
Company with respect to the Restricted Shares, including, without
limitation, voting rights and the right to receive dividends
(provided, however, that dividends paid in shares of the
Company’s stock shall be subject to the Forfeiture
Restrictions). The Employee may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the stock until the
Forfeiture Restrictions with respect to such shares have expired,
and a breach of the terms of this Agreement shall
cause a forfeiture of all then remaining Restricted Shares. The
certificate shall contain an appropriate endorsement reflecting the
Forfeiture Restrictions. The certificate shall be delivered upon
issuance to the Secretary of the Company or to such other
depository as may be designated by the Committee as a depository
for safekeeping until the forfeiture of such Restricted Shares
occurs or the Forfeiture Restrictions lapse pursuant to the terms
of the Plan and this award. On the date of this Agreement
|
