Exhibit 10.8
| |
|
|
|
|
|
|
|
For Internal Use: |
|
|
|
|
|
Grant Control #: |
|
|
|
|
|
|
|
|
EMPLOYEE RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT (this “Agreement”) is made effective as
of June 18, 2007 (the “Grant Date”), between
CYBERONICS, INC. , a Delaware corporation (the
“Company”), and
(the “Employee”).
1. Award .
Pursuant to the CYBERONICS, INC. 1997 STOCK PLAN, as amended
(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 and subject to the satisfaction of the tax liability under
Section 3, 25% 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
certific
