EXHIBIT 10.11
CYBERONICS, INC.
March 28, 1997
The Xxxxx Estates
Attn: Xxxxx Xxxxx
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Re: Designation of Board Member
Dear Xxxxx:
By a Common Stock Purchase Agreement dated the date of this letter,
certain persons and entities whose business affairs are managed by or under
common management with The Xxxxx Estates (the "Xxxxx Group") are purchasing an
aggregate of 901,408 shares of the Common Stock of Cyberonics, Inc. (the
"Company"). In consideration of such investment, Cyberonics hereby agrees with
The Xxxxx Estates as follows:
1. Concurrent with the closing of the securities purchase referred to
in the preceding paragraph, The Xxxxx Estates, on behalf of the Xxxxx Group,
shall have the right to designate one person reasonably acceptable to the
Company to serve on the Company's Board of Directors. Upon such designation, the
Company shall take such actions as may be necessary to appoint The Xxxxx
Estates' designee to the Company's Board of Directors.
2. For so long as the Xxxxx Group continues to own an aggregate of at
least 600,000 of the shares of Common Stock referred to in the first paragraph
of this letter, the Company will cause one person designated by The Xxxxx
Estates to be nominated for election to the Company's Board of Directors at each
meeting of Company stockholders at which directors are being elected.
3. If the person designated to serve on the Company's Board of
Directors by The Xxxxx Estates dies or otherwise becomes incapacitated while
serving as a director, or resigns from the Cyberonics Board, The Xxxxx Estates,
on behalf of the Xxxxx Group shall have the right to designate a replacement
reasonably acceptable to the Company. Upon such designation, the Company shall
take such actions as may be necessary to appoint The Xxxxx Estates' replacement
designee to the Company's Board of Directors.
The Xxxxx Estates
c/o Mr. Xxxxx Xxxxx
Page 2
4. Failure to exercise the right granted under this letter agreement to
designate a member to serve on the Company's Board of Directors shall not result
in forfeiture of such right.
Very truly yours,
CYBERONICS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
