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Exhibit 10.72
EMPLOYEE RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (this "Agreement") is made effective as of XXXX 1,
200X (the "Grant Date"), between CYBERONICS, INC., a
Delaware corporation (the "Company"), and
(the "Employee").
1. Award .
Pursuant to the CYBERONICS, INC. 2005 STOCK PLAN (the
"Plan"), as of the Grant Date [
] 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 . Until the Restricted Shares are
fully vested or forfeited, on each anniversary of the Grant Date,
so long as the Employee continues in a service relationship with
the Company (as provided in Section 5) on such anniversary
date, 20% of the Restricted Shares shall vest and the Forfeiture
Restrictions shall lapse on such vested shares. The number of
shares that vest as of each anniversary date will be rounded down
to the nearest whole share, with any remaining shares vesting on
the final installment. Notwithstanding the foregoing vesting
schedule, the Forfeiture Restrictions shall lapse in full as to all
of the Restricted Shares on the earlier of (i) a Change of
Control (as defined in the Plan) or (ii) 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
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