0000950129-04-004718 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • July 9th, 2004 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • Texas

THIS AGREEMENT (the “Agreement”), made and entered into effective as of July 14, 2003 (the “Effective Date”), is by and between Cyberonics, Inc., a Delaware corporation (the “Company”), and George E. Parker (the “Employee”).

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • July 9th, 2004 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Preferred Shares Rights Agreement (the “Rights Agreement”) is made effective as of October 31, 2001. This Amendment is an amendment to the Rights Agreement dated August 21, 2000 between Cyberonics, Inc., a Delaware corporation (the “Company”), and Fleet National Bank N.A. (formerly known as BankBoston, N.A., formerly known as The First National Bank of Boston and referred to herein as the “Rights Agent”).

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